DIODES INC /DEL/ — Director's Dealing 2024

Feb 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2024-02-01

Reporting Person: Tsong Andy (President, Diodes Asia)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-01	Diodes Incorporated Common Stock	A	6100	$0.00	Acquired	36675	Direct
2024-02-01	Diodes Incorporated Common Stock	F	646	$67.69	Disposed	36029	Direct
2024-02-01	Diodes Incorporated Common Stock - Performance Stock Units	A	6100	$0.00	Acquired	15100	Direct

Footnotes

F1: Restricted stock units vest in four equal installments beginning 02/01/2025.

F2: Granted under Rule 16b-3 Plan.

F3: Vested restricted stock unit shares were automatically withheld to cover income tax.

F4: 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.

F5: The PSUs vest in February 2027 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2024 through 2026 of $630 million (Target Performance).

F6: 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%.