Diodes (DIOD) CTO receives stock and performance unit grants with 2026–2028 targets

Rhea-AI Filing Summary

Diodes Incorporated Chief Technology Officer Francis Tang reported new equity awards and a tax-related share withholding. On 02/01/2026, he received 13,000 shares of Diodes Incorporated common stock as restricted stock units at $0 per share, bringing his direct holdings to 101,616 shares. These restricted stock units vest in four equal installments beginning 02/01/2027.

On the same date, he was granted 13,000 performance stock units under the company’s 2022 Equity Incentive Plan, increasing his performance stock unit holdings to 37,200. Each performance stock unit represents a contingent right to receive one share of common stock and vests in February 2029 if a three-year cumulative non-GAAP operating income target of $243.495 million for 2026–2028 is met. The plan pays 50% of the target award at 80% of the target, up to 200% at 120% of the target, on a pro rata basis within that range.

On 02/02/2026, 2,068 vested restricted stock unit shares of common stock were automatically withheld at $60.66 per share to cover income tax, leaving Tang with 99,548 directly held common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tang Francis

(Last) (First) (Middle)

4949 HEDGCOXE ROAD

SUITE 200

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/ [ DIOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Diodes Incorporated Common Stock(1)	02/01/2026		A(2)		13,000	A	$0	101,616	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		2,068	D	$60.66	99,548	D
Diodes Incorporated Common Stock - Performance Stock Units(4)	02/01/2026		A(5)		13,000(6)	A	$0	37,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units vest in four equal installments beginning 02/01/2027.

2. Granted under Rule 16b-3 Plan.

3. Vested restricted stock unit shares were automatically withheld to cover income tax.

4. Each PSU represents a contingent right granted under the companys 2022 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.

5. The PSUs vest in February 2029 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2026 through 2028 of $243.495 million (Target Performance).

6. This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.

	Brett R. Whitmire as Power of Attorney for Francis Tang	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Diodes (DIOD) CTO Francis Tang receive in February 2026?

Francis Tang received 13,000 restricted stock units and 13,000 performance stock units of Diodes common stock on 02/01/2026. The restricted units vest in four installments from 02/01/2027, while the performance units vest in February 2029 if specific financial targets are achieved.

How do the performance stock units granted to Diodes (DIOD) CTO Francis Tang vest?

The 13,000 performance stock units vest in February 2029 if Diodes achieves cumulative non-GAAP operating income of $243.495 million for 2026–2028. Payout ranges from 50% to 200% of the target award, depending on achieving 80% to 120% of this performance target.

What tax-related transaction did Diodes (DIOD) CTO Francis Tang report?

On 02/02/2026, 2,068 shares of Diodes common stock were automatically withheld from Francis Tang at $60.66 per share. These shares came from vested restricted stock units and were used to cover income tax obligations associated with those vestings.

How many Diodes (DIOD) common shares does CTO Francis Tang hold after these transactions?

After the reported transactions, Francis Tang directly holds 99,548 shares of Diodes common stock. This reflects the grant of 13,000 shares from restricted stock units on 02/01/2026 and the subsequent withholding of 2,068 vested shares for income tax on 02/02/2026.

What financial performance target is tied to Diodes (DIOD) CTO Francis Tang’s performance stock units?

The performance stock units are tied to cumulative non-GAAP operating income of $243.495 million for 2026–2028. Achieving 80% of this target pays 50% of the award, while 120% achievement pays the 200% maximum, with pro rata adjustments between these levels.