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DIODES INC /DEL/ Director's Dealing 2025

Feb 5, 2025

31521_dirs_2025-02-05_589b21c7-2ac6-451a-8700-7c044a7433fe.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2025-02-03

Reporting Person: LU KEH SHEW (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-02-03 Diodes Incorporated Common Stock A 25000 Acquired 116756 Direct
2025-02-03 Diodes Incorporated Common Stock F 9817 $56.45 Disposed 106939 Direct
2025-02-03 Diodes Incorporated Common Stock - Performance Stock Units A 25000 Acquired 124000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Diodes Incorporated Common Stock 46150 Indirect
Diodes Incorporated Common Stock 275791 Indirect
Diodes Incorporated Common Stock 6000 Indirect
Diodes Incorporated Common Stock 4700 Indirect
Diodes Incorporated Common Stock 246492 Indirect

Footnotes

F1: Restricted stock units vest in four equal installments beginning 02/01/2026.

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 2028 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2025 through 2027 of $170.415 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%.

F7: The amount of securities beneficially owned was decreased by 32,000 shares due to the 2021 PSU Award vesting on 2/14/2024.