Diodes (NASDAQ: DIOD) director Lu reports RSU tax share withholding

Rhea-AI Filing Summary

Diodes Incorporated director Keh-Shew Lu reported an automatic tax-related share withholding tied to equity compensation. On 02/02/2026, 12,350 shares of Diodes common stock were withheld at $60.66 per share as vested restricted stock unit shares were used to cover income tax.

After this transaction, Lu directly owned 92,275 Diodes common shares and held 92,000 performance stock units. Additional indirect interests include shares held through entities such as Texastac Investments, LP and several Lu family trusts. Certain shares are held in custodial accounts for minor grandchildren, and Lu expressly disclaims beneficial ownership of those custodial 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

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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^*

LU KEH SHEW

(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
	Officer (give title below)		Other (specify below)

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

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	02/02/2026		F(1)		12,350	D	$60.66	92,275	D
Diodes Incorporated Common Stock								46,150(2)	I	Custodial
Diodes Incorporated Common Stock								271,886	I	Lu Grandchildren's Trust
Diodes Incorporated Common Stock								6,000	I	The Lu Family Foundation
Diodes Incorporated Common Stock								4,700	I	The Lu 2017 Irrevocable Trust
Diodes Incorporated Common Stock								244,397	I	Texastac Investments, LP
Diodes Incorporated Common Stock - Performance Stock Units								92,000	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. Vested restricted stock unit shares were automatically withheld to cover income tax.

2. These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.

	Brett R. Whitmire as Power of Attorney for Keh-Shew Lu	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Keh-Shew Lu report for Diodes (DIOD)?

Keh-Shew Lu reported an automatic tax withholding transaction. On 02/02/2026, 12,350 Diodes common shares were withheld at $60.66 per share to cover income taxes on vested restricted stock unit shares, rather than an open-market sale.

How many Diodes (DIOD) shares does Keh-Shew Lu own directly after this Form 4?

After the reported transaction, Lu directly owned 92,275 Diodes common shares. In addition, he held 92,000 performance stock units and had various indirect interests through family-related entities and trusts disclosed in the filing.

Was the Diodes (DIOD) Form 4 transaction a discretionary sale by Keh-Shew Lu?

The reported transaction was coded “F,” indicating tax withholding, not a discretionary sale. Vested restricted stock unit shares were automatically withheld by the issuer to satisfy income tax obligations, according to the explanation included in the filing.

What indirect Diodes (DIOD) share holdings are associated with Keh-Shew Lu?

Indirect holdings include shares through Texastac Investments, LP and several Lu family trusts. There are also shares in custodial accounts for minor grandchildren, for which Lu is custodian but disclaims beneficial ownership under Section 16 and other purposes.

Does Keh-Shew Lu disclaim ownership of any Diodes (DIOD) shares in this filing?

Yes, Lu disclaims beneficial ownership of shares in custodial accounts for minor grandchildren. The filing states he is custodian for those accounts but does not admit being the beneficial owner of those shares for Section 16 or other purposes.

What role does Keh-Shew Lu have at Diodes (DIOD) according to the Form 4?

The Form 4 identifies Keh-Shew Lu as a director of Diodes Incorporated. He is not listed as an officer or a 10% owner in the checkbox section of this specific insider ownership and transaction report.