UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 0620, ~~2025~~2026

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)


Delaware	002-25577	95-2039518
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4949 Hedgcoxe Road, Suite 200
Plano, Texas		75024
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 972 987-3900

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.66 2/3	DIOD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, Gary Yu, President and Chief Executive Officer of Diodes Incorporated, (the “Company”), as well as Brett R. Whitmire, Chief Financial Officer of the Company, Emily Yang, Senior Vice President, Worldwide Sales and Marketing of the Company, and Gurmeet Dhaliwal, Vice President of Corporate Market and Investor Relations for the Company, participated in a conference call to discuss the Company’s third quarter 2025 financial results. A recording of the conference call has been posted on the Company’s website at www.diodes.com, and copy of a transcript of the conference call is furnished as Exhibit 99.1 to this Report. Information contained in or accessible through the Company’s website shall not be deemed to be incorporated by reference into this Report.

In the earnings conference call, the Company utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing the Company’s operating results in a manner that enables investors to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Management uses these non-GAAP measures for the same purpose. The Company believes that investors should have access to the same set of tools that management uses in analyzing results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results and may differ from similar measures used by other companies. For a description, and reconciliation with GAAP, of these non-GAAP measures see the Company’s press release dated November 6, 2025, announcing the Company’s third quarter 2025 financial results, a copy of which was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2025. The information furnished in this Item 2.02, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

Item 7.01 Regulation FD Disclosure.

~~The~~On ~~transcript~~January of20, ~~the~~2026, ~~earnings~~Diodes ~~conference~~Incorporated ~~call~~issued ~~furnished~~a aspress ~~Exhibit~~release ~~99.1~~announcing ~~also~~that ~~provides~~it anwill ~~update~~host ona ~~the~~conference ~~Company’s~~call ~~business~~on ~~outlook~~Tuesday, ~~that~~February is10, ~~intended~~2026 toat be4:00 ~~within~~p.m. ~~the~~Central ~~safe~~Time ~~harbor~~(5:00 ~~provided~~p.m. byEastern ~~the~~Time) ~~Private~~to ~~Securities~~discuss ~~Litigation~~its ~~Reform~~fourth ~~Act~~quarter ofand ~~1995~~fiscal ~~(the~~year ~~“Act”)~~2025 asfinancial ~~comprising~~results. ~~forward~~A ~~looking~~copy ~~statements~~of ~~within~~ the ~~meaning~~press ofrelease ~~the~~is ~~Act~~furnished as Exhibit 99.1.

The information ~~furnished~~ in this Item 7.01, including ~~the~~Exhibit ~~exhibit incorporated by reference~~99.1, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act, of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be ~~deemed~~ incorporated by reference into ~~any~~a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this ~~Report~~Form 8-K. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that the information in this Item 7.01 is material information that is not otherwise publicly available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	~~Transcript~~Press ofrelease ~~earnings~~dated ~~conference~~January ~~call held on November 6~~20, ~~2025.~~2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			DIODES INCORPORATED
Date:	~~November~~January 1220, ~~2025~~2026	By:	/s/Brett R. Whitmire
			Brett R. WhitmireChief Financial Officer

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