Whitmire Brett R 4
4 · DIODES INC /DEL/ · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Diodes (DIOD) CFO Brett Whitmire Sells Shares, Receives RSU Grant
What Happened
Brett R. Whitmire, Chief Financial Officer of Diodes Incorporated (DIOD), was awarded 22,000 restricted stock units (RSUs) on Feb 1, 2026 and disposed of 3,636 shares across Feb 2–3, 2026 for proceeds of roughly $220,718. Specifically, 2,806 shares were withheld/sold at $60.66 on 2026-02-02 for $170,212 (tax withholding) and 830 shares were sold in the open market at $60.85 on 2026-02-03 for $50,506. The RSU award appears as a 22,000-share grant on 02/01/2026 (reported twice in the filing).
Key Details
- Transaction dates & prices:
- 2026-02-01: Grant of 22,000 RSUs (reported at $0.00 acquisition price)
- 2026-02-02: 2,806 shares withheld/sold at $60.66 — $170,212 (tax withholding)
- 2026-02-03: 830 shares sold on open market at $60.85 — $50,506
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes:
- F1/F2: RSUs vest in four equal installments beginning 02/01/2027; granted under the company’s Rule 16b‑3 plan.
- F3: Vested RSU shares were automatically withheld to cover income tax.
- F4: Some vested RSU shares were automatically sold due to the participant’s election to participate in the Diodes Deferred Compensation Plan.
- F5–F7: Performance Stock Units (PSUs) described — PSUs convert to shares on achievement of a 3‑year cumulative non‑GAAP operating income target ($243.495M for 2026–2028); vesting/ payout ranges from 0% (below 80%) to 200% (≥120%) with target payout at 100%.
- Filing timeliness: Form filed 2026-02-04 for transactions dated 02/01–02/03; no late filing flag is indicated.
Context
The award is an RSU grant (an acquisition for reporting) while the disposals were for tax withholding and an automatic sale tied to a deferred-comp election—routine administrative actions rather than an explicit open‑market investment decision. The PSU details indicate additional performance-based awards that would vest only if future financial targets are met.
Insider Transaction Report
- Award
Diodes Incorporated Common Stock
[F1][F2]2026-02-01+22,000→ 70,777 total - Tax Payment
Diodes Incorporated Common Stock
[F3]2026-02-02$60.66/sh−2,806$170,212→ 67,971 total - Sale
Diodes Incorporated Common Stock
[F4]2026-02-03$60.85/sh−830$50,506→ 67,141 total - Award
Diodes Incorporated Common Stock - Performance Stock Units
[F5][F6][F7]2026-02-01+22,000→ 45,100 total
Footnotes (7)
- [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]Vested restricted stock unit shares were automatically sold because the participant elected to participate in the Diodes Incorporated Deferred Compensation Plan.
- [F5]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.
- [F6]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).
- [F7]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%.