Zhao Jin 4

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.