Whitmire Brett R 4

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.