Tang Francis 4

Accession 0001193125-26-037332

CIK 0000029002other

Filed

Feb 3, 7:00 PM ET

Accepted

Feb 4, 2:20 PM ET

Size

8.8 KB

Accession

0001193125-26-037332

AI-generated summary of this filing

Updated Feb 4, 2026

Diodes (DIOD) CTO Francis Tang Receives Awards; 2,068 Shares Withheld

What Happened

Francis Tang, Chief Technology Officer of Diodes Incorporated (DIOD), received two equity awards on 2026-02-01: 13,000 restricted stock units (RSUs) and 13,000 performance stock units (PSUs) (each awarded at $0.00). On 2026-02-02, 2,068 shares were disposed (withheld) to cover income taxes at $60.66 per share, generating proceeds/withholding of $125,445.
The awards are compensation (not open-market purchases). The 2,068-share disposition was a routine tax-withholding event, not a market sale for investment purposes.

Key Details

Transaction dates: Awards on 2026-02-01 (A); tax-withholding disposition on 2026-02-02 (F) at $60.66/share (2,068 shares; $125,445).
Award amounts: 13,000 RSUs and 13,000 PSUs (total target award = 26,000 units) granted under the company’s 2022 Equity Incentive Plan (Rule 16b-3).
Vesting / performance: RSUs vest in four equal installments beginning 02/01/2027. PSUs vest in February 2029 only if a three-year cumulative non-GAAP operating income target ($243.495M for 2026–2028) is met; payout ranges from 0% to 200% of the target award (50% payout at 80% attainment, pro rata between thresholds, max at 120%+).
Withholding: Footnote indicates vested RSU shares were automatically withheld to cover income taxes (routine tax withholding).
Shares owned after transaction: Not specified in the filing.
Filing timeliness: Report filed 2026-02-04 for transactions reported 02/01–02/02/2026; no late filing indicated.

Context

PSUs are performance-contingent — the 13,000 PSU number is a target that may pay out at 0–200% based on company results; only vested/earned shares would convert to common stock.
Tax-withholding disposals are common when equity awards vest and do not necessarily signal insider selling for investment reasons.

Form 4

Period: 2026-02-01

Chief Technology Officer

Transactions

Award
Diodes Incorporated Common Stock
[F1][F2]
2026-02-01+13,000→ 101,616 total
Tax Payment
Diodes Incorporated Common Stock
[F3]
2026-02-02$60.66/sh−2,068$125,445→ 99,548 total
Award
Diodes Incorporated Common Stock - Performance Stock Units
[F4][F5][F6]
2026-02-01+13,000→ 37,200 total

Footnotes (6)

[F1]Restricted stock units vest in four equal installments beginning 02/01/2027.
[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 2029 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2026 through 2028 of $243.495 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%.

Signature

Brett R. Whitmire as Power of Attorney for Francis Tang|2026-02-04

1 file

DIODES INC /DEL/

CIK 0000029002

Entity typeother