X0306 4 2023-02-01 0 0000029002 DIODES INC /DEL/ DIOD 0001196531 LU KEH SHEW 4949 HEDGCOXE ROAD SUITE 200 PLANO TX 75024 1 1 0 0 President & CEO Diodes Incorporated Common Stock 2023-02-01 4 A 0 42000 0.00 A 108188 D Diodes Incorporated Common Stock 2023-02-01 4 F 0 3148 93.35 D 105040 D Diodes Incorporated Common Stock - Performance Stock Units 2023-02-01 4 A 0 42000 0.00 A 284584 D Diodes Incorporated Common Stock 2023-02-01 4 S 0 16000 92.50 D 138988 I Texastac Investments, LP Diodes Incorporated Common Stock 2023-02-02 4 S 0 9000 95.00 D 129988 I Texastac Investments, LP Diodes Incorporated Common Stock 46150 I Custodial Diodes Incorporated Common Stock 285801 I Lu Grandchildren's Trust Diodes Incorporated Common Stock 51183 I The Lu Family Foundation Diodes Incorporated Common Stock 4700 I The Lu 2017 Irrevocable Trust Restricted stock units vest in four equal installments beginning 02/01/2024. Granted under Rule 16b-3 Plan. Vested restricted stock unit shares were automatically withheld to cover income tax. 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. The PSUs vest in February 2026 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2023 through 2025 of $1,184.4 million (Target Performance). 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%. Sold under a 10b5-1 plan. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.00 to $94.00, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8) to this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.20 to $95.80, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9) to this Form 4. Brett R. Whitmire as Power of Attorney for Keh-Shew Lu 2023-02-03