Diodes Incorporated (DIOD) CEO awarded RSUs, PSUs and sells shares

Rhea-AI Filing Summary

Diodes Incorporated President and CEO Gary Yu reported multiple equity compensation and related share transactions. He received 32,000 restricted stock units that vest in four equal installments beginning 02/01/2027, and 32,000 performance stock units (PSUs) granted at no cash cost.

The PSUs can vest in February 2029 based on a three-year cumulative non-GAAP operating income target of $243.495 million for 2026–2028, with payout ranging from 0% to 200% of the target award depending on performance. Yu also had 1,340 shares withheld to cover taxes on vesting and 2,900 shares sold under a deferred compensation election.

After these transactions, Yu directly holds 111,671 shares of Diodes common stock and 89,000 PSUs.

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^*

Yu Gary

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		32,000	A	$0	115,911	D
Diodes Incorporated Common Stock	02/02/2026		F(3)		1,340	D	$60.66	114,571	D
Diodes Incorporated Common Stock	02/03/2026		S(4)		2,900	D	$60.85	111,671	D
Diodes Incorporated Common Stock - Performance Stock Units(5)	02/01/2026		A(6)		32,000(7)	A	$0	89,000	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. Vested restricted stock unit shares were automatically sold because the participant elected to participate in the Diodes Incorporated Deferred Compensation Plan.

5. 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.

6. 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).

7. 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 Gary Yu	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 insider transactions did Diodes (DIOD) CEO Gary Yu report?

Gary Yu reported receiving 32,000 restricted stock units and 32,000 performance stock units at no cash cost, plus tax withholding of 1,340 shares and a sale of 2,900 shares tied to a deferred compensation election, leaving him with 111,671 common shares.

How many Diodes (DIOD) shares does CEO Gary Yu own after these Form 4 transactions?

After the reported transactions, Gary Yu directly owns 111,671 shares of Diodes common stock and 89,000 performance stock units. These holdings reflect equity awards, tax-related share withholding, and a small share sale connected to his participation in the company’s deferred compensation plan.

What are the terms of Gary Yu’s new restricted stock units from Diodes (DIOD)?

Gary Yu received 32,000 restricted stock units that vest in four equal installments starting 02/01/2027. The units were granted under a Rule 16b-3 plan, meaning they are part of an approved equity compensation program designed for executives and directors at Diodes Incorporated.

How do the performance stock units granted to Diodes (DIOD) CEO Gary Yu vest?

Gary Yu’s 32,000 performance stock units vest in February 2029 based on cumulative non-GAAP operating income of $243.495 million for 2026–2028. Payout can range from 50% at 80% of target to 200% at 120% of target, with zero payout below 80% achievement.

Why were some Diodes (DIOD) shares withheld or sold in Gary Yu’s Form 4?

The filing states 1,340 vested restricted stock unit shares were automatically withheld to cover income taxes. Separately, 2,900 vested restricted stock unit shares were automatically sold because Gary Yu elected to participate in the Diodes Incorporated Deferred Compensation Plan, triggering those sales.

What performance goal is tied to Diodes (DIOD) CEO Gary Yu’s PSUs?

The PSUs are tied to a three-year financial performance measure: cumulative non-GAAP operating income of $243.495 million for 2026 through 2028. Depending on the achieved percentage of this target, Gary Yu’s payout can range from zero to 200% of the target award amount.