Diodes (DIOD) SVP awarded RSUs and PSUs with tax-share withholding

Rhea-AI Filing Summary

Diodes Incorporated senior vice president of worldwide analog products Andy Tsong reported new equity grants and related tax withholding. On 02/01/2026, he received 18,000 restricted stock units at $0, which vest in four equal installments beginning 02/01/2027, and a target award of 18,000 performance stock units under the 2022 Equity Incentive Plan. Each PSU represents one share of common stock and can pay out between 0% and 200% of the target award based on cumulative non-GAAP operating income for 2026–2028, with a target of $243.495 million and vesting in February 2029. On 02/02/2026, 1,541 shares of common stock were withheld at $60.66 per share to cover income taxes on vested units. After these transactions, Tsong directly holds 55,681 shares of common stock and 41,100 performance stock units.

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

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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^*

Tsong Andy

(Last) (First) (Middle)

4949 HEDGCOXE ROAD

(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)
	SVP Worldwide Analog Products

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)		18,000	A	$0	57,222	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		1,541	D	$60.66	55,681	D
Diodes Incorporated Common Stock - Performance Stock Units(4)	02/01/2026		A(5)		18,000(6)	A	$0	41,100	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 Andy Kuo-Ting Tsong	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Diodes (DIOD) executive Andy Tsong receive on 02/01/2026?

Andy Tsong received 18,000 restricted stock units and a target of 18,000 performance stock units on 02/01/2026. The RSUs were granted at $0 and the PSUs come from the 2022 Equity Incentive Plan, each representing one share of Diodes common stock.

How do the new restricted stock units for Diodes (DIOD) SVP Andy Tsong vest?

The 18,000 restricted stock units vest in four equal installments beginning 02/01/2027. That means 25% of the units vest each year over four years, provided the vesting conditions are met, gradually increasing Tsong’s directly owned Diodes common stock over time.

What performance target governs Andy Tsong’s new Diodes (DIOD) performance stock units?

The performance stock units vest in February 2029 based on cumulative non-GAAP operating income for 2026 through 2028 of $243.495 million. This target, called Target Performance, determines how many PSUs convert into Diodes common shares at vesting.

What payout range is possible for Diodes (DIOD) performance stock units granted to Andy Tsong?

The 18,000 PSUs can pay from 0% to 200% of the target award. Payout is 50% at 80% of Target Performance, 100% at target, and up to 200% at 120%, with pro rata adjustment between those levels and no payout below 80% achievement.

Why were 1,541 Diodes (DIOD) shares withheld from Andy Tsong on 02/02/2026?

On 02/02/2026, 1,541 Diodes common shares were automatically withheld at $60.66 per share. These shares covered income tax related to vested restricted stock unit shares, a common administrative transaction coded as “F” rather than an open-market sale.

How many Diodes (DIOD) shares and PSUs does Andy Tsong hold after these transactions?

Following the reported transactions, Andy Tsong directly holds 55,681 shares of Diodes common stock and 41,100 performance stock units. The PSUs represent contingent rights to receive an equal number of shares, subject to meeting the specified multi-year performance goals.