Zhao Jin 4
4 · DIODES INC /DEL/ · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Diodes (DIOD) President Zhao Jin Receives Awards, Sells 2,371 Shares
What Happened
Zhao Jin, President of Diodes Asia, received two awards of 18,000 shares each (total 36,000 restricted stock units) on 2026-02-01 (grants recorded at $0). On 2026-02-02 Zhang disposed of 1,846 shares via share-withholding to cover tax obligations (1,846 @ $60.66 = $111,978) and sold 525 shares in the open market (525 @ $59.19 = $31,075). Total proceeds/consideration reported for the disposals = $143,053. The awards vest over time (see footnotes below) and the disposals appear to be routine withholding/scheduled distribution actions rather than opportunistic open-market selling.
Key Details
- Transaction dates and prices:
- 2026-02-01: Grants — 2 × 18,000 RSUs (total 36,000) granted at $0.00 (acquired).
- 2026-02-02: Tax withholding — 1,846 shares disposed at $60.66 ($111,978).
- 2026-02-02: Open-market sale — 525 shares disposed at $59.19 ($31,075).
- Net shares disposed on these dates: 2,371 shares (1,846 withheld + 525 sold); total reported value ≈ $143,053.
- Shares owned after the transactions: not explicitly stated in the filing. Footnote F5 notes a prior reduction of 1,575 shares from earlier scheduled deferred-comp distributions.
- Relevant footnotes:
- F1: RSUs vest in four equal installments beginning 02/01/2027.
- F2: Grants made under the company’s Rule 16b-3 plan.
- F3: Vested RSU shares were automatically withheld to cover income tax (explains the 1,846-share withholding).
- F4: Some RSU shares were automatically sold to satisfy a scheduled distribution in the Diodes Deferred Compensation Plan (explains the 525-share open-market sale).
- F5: Prior scheduled deferred-comp distributions reduced beneficial ownership by 1,575 shares.
- F6–F8: Filing also explains performance stock units (PSUs) mechanics and a 3‑year performance target (these relate to performance awards under the 2022 Equity Incentive Plan).
- Filing timeliness: the Form 4 was filed 2026-02-04 reporting transactions from 02/01–02/02/2026. (No late-filing flag indicated in the supplied data.)
Context
The grants are restricted stock units (RSUs) that vest over future dates and are not immediate purchases of stock; such awards represent future compensation rather than an immediate bullish purchase. The 1,846-share withholding is a routine tax-withholding action; the 525-share sale was automatic to satisfy a scheduled deferred-compensation distribution. These actions are common administrative transactions and do not necessarily signal insider sentiment about the company’s stock price.
Insider Transaction Report
- Award
Diodes Incorporated Common Stock
[F1][F2]2026-02-01+18,000→ 53,926 total - Tax Payment
Diodes Incorporated Common Stock
[F3]2026-02-02$60.66/sh−1,846$111,978→ 50,505 total - Sale
Diodes Incorporated Common Stock
[F4][F5]2026-02-02$59.19/sh−525$31,075→ 49,980 total - Award
Diodes Incorporated Common Stock - Performance Stock Units
[F6][F7][F8]2026-02-01+18,000→ 41,100 total
Footnotes (8)
- [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]Restricted stock unit shares were automatically sold because the participant had a scheduled distribution in their Diodes Incorporated Deferred Compensation Plan.
- [F5]The amount of securities beneficially owned was decreased by 1,575 due to scheduled deferred compensation distributions that were not reported on 2/1/2023, 2/1/2024, and 2/3/2025.
- [F6]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.
- [F7]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).
- [F8]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%.