Tang Francis 4

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.