Yu Gary 4

What Happened
Gary Yu, President, CEO and a director of Diodes Incorporated (DIOD), reported two equity awards (each 32,000 shares, $0.00 acquisition price) granted on Feb 1, 2026, and two dispositions: 1,340 shares were withheld to cover taxes (reported Feb 2) and 2,900 shares were sold in the open market (reported Feb 3). The withheld shares generated ~$81,284 and the open-market sale produced ~$176,465; combined proceeds from the dispositions equal ~$257,749. The awards are compensation (not purchases); the disposals appear to be routine tax withholding and an open-market sale.

Key Details

• Transaction dates and prices:
  • 2026-02-01: Two grants of 32,000 shares each @ $0.00 (awards), total acquisition value $0.
  • 2026-02-02: 1,340 shares withheld/disposed @ $60.66 => $81,284 (tax withholding).
  • 2026-02-03: 2,900 shares sold @ $60.85 => $176,465 (open market sale).
• Total disposed: 4,240 shares for ~$257,749.
• Shares owned after the transactions: not disclosed in the provided filing excerpt.
• Notable footnotes from the filing:
  • RSUs vest in four equal installments beginning 02/01/2027 (F1).
  • Awards were granted under the company’s Rule 16b-3 Plan (F2).
  • Vested RSU shares were automatically withheld to cover income tax (F3).
  • Some vested shares were automatically sold because the participant elected to participate in the company’s Deferred Compensation Plan (F4).
  • The PSU-related notes explain these are performance-based units (each PSU = one share if earned) with vesting subject to a cumulative non-GAAP operating income target for 2026–2028 and vesting in Feb 2029; payouts range from 0% (below threshold) up to 200% at maximum performance (F5–F7).
• Filing date: Form 4 filed 2026-02-04 (covering transactions through 02/03/2026); filing timeliness not flagged in the excerpt.

Context

• The two 32,000-share entries are awards (compensation), not purchases; one set appears to be time-based RSUs (vesting from 2027) and the other appears tied to performance PSUs (vesting in 2029 if targets are met).
• The F-code disposals reflect tax withholding and an automatic sale tied to a deferred compensation election—these are common, routine transactions and do not necessarily indicate a change in the insider’s view of the company.
• For retail investors, award grants signal future potential dilution (if they vest and shares are issued) and PSUs are contingent on meeting performance goals; routine withholding/sales are standard administrative actions.