Tsong Andy 4

What Happened Andy Tsong, Senior Vice President, Worldwide Analog Products at Diodes Incorporated (DIOD), received two awards on 2026-02-01: an 18,000-share restricted stock unit (RSU) grant and an 18,000-share performance stock unit (PSU) target (both reported as acquired at $0.00). On 2026-02-02, 1,541 shares were disposed (withheld/sold) to cover income tax liability at $60.66 per share, totaling $93,477. The primary activity is compensation awards (acquisition), with the small sale strictly for tax withholding.

Key Details

• Transactions reported: 2026-02-01 (two grants of 18,000 shares each, $0.00 per share) and 2026-02-02 (1,541 shares withheld/disposed at $60.66, $93,477).
• Shares owned after transaction: not specified in this Form 4.
• Footnotes: grants made under the company’s Rule 16b-3 plan; RSUs vest in four equal installments beginning 02/01/2027; vested RSU shares were automatically withheld to cover income tax; PSUs are contingent rights (1 share per PSU) with performance vesting rules.
• Performance detail (PSUs): PSUs vest in Feb 2029 if cumulative non-GAAP operating income for 2026–2028 meets the $243.495M target. Threshold = 80% of target (pays 50% of target award); target = 100% (pays 100%); maximum = 120% (pays 200%); pro rata between these bands; no payout below 80%.
• Filing timeliness: Form 4 filed 2026-02-04 for transactions dated 02/01–02/02; no late filing indicated.

Context This filing mainly reflects equity compensation (RSUs and performance-based PSUs) awarded to an executive — routine for company pay programs and not a direct market purchase decision. The 1,541-share disposal was a tax-withholding action (common when awards vest or are issued). PSUs are performance-contingent and may not convert to shares unless the specified multi-year financial target is met.