DIODES INC /DEL/
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $394,062 | $367,212 |
| Restricted cash | 5,144 | 5,134 |
| Short-term investments | 10,188 | 9,817 |
| Accounts receivable, net of allowances of $3,959 and $4,095, respectively | 304,461 | 307,055 |
| Inventories | 492,761 | 471,546 |
| Prepaid expenses and other | 96,057 | 96,198 |
| Total current assets | 1,302,673 | 1,256,962 |
| Property, plant, and equipment, net | 652,202 | 649,605 |
| Deferred tax assets | 58,287 | 59,297 |
| Goodwill | 182,288 | 183,437 |
| Intangible assets, net | 41,425 | 45,455 |
| Equity investments | 154,656 | 156,272 |
| Operating lease assets | 48,636 | 38,740 |
| Other long-term assets | 57,561 | 58,332 |
| Total assets | $2,497,728 | $2,448,100 |
| Liabilities | ||
| Current liabilities: | ||
| Lines of credit | $30,047 | $30,264 |
| Accounts payable | 169,198 | 149,376 |
| Operating lease liabilities, current | 12,124 | 10,666 |
| Accrued liabilities and other | 179,591 | 170,256 |
| Income tax payable | 18,771 | 16,336 |
| Current portion of long-term debt | 1,635 | 1,442 |
| Total current liabilities | 411,366 | 378,340 |
| Long-term debt, net of current portion | 23,704 | 24,224 |
| Deferred tax liabilities | 4,859 | 6,145 |
| Unrecognized tax benefits | 23,629 | 23,454 |
| Operating lease liabilities | 37,368 | 28,890 |
| Other long-term liabilities | 45,933 | 48,638 |
| Total liabilities | 546,859 | 509,691 |
| Commitments and contingencies (See Note 10) | ||
| Stockholders' equity | ||
| Preferred stock - par value $1.00 per share; 1,000 shares authorized; no shares issued or outstanding | - | - |
| Common stock - par value $0.66 2/3 per share; 70,000 shares authorized; 55,948 and 55,883 issued; 45,940 and 45,875 outstanding, respectively | 37,303 | 37,259 |
| Additional paid-in capital | 544,117 | 538,087 |
| Retained earnings | 1,800,400 | 1,785,439 |
| Treasury stock, at cost, 10,008 shares | (372,109) | (371,914) |
| Accumulated other comprehensive loss | (120,305) | (110,747) |
| Stockholders' equity | 1,889,406 | 1,878,124 |
| Noncontrolling interest | 61,463 | 60,285 |
| Total equity | 1,950,869 | 1,938,409 |
| Total liabilities and stockholders' equity | $2,497,728 | $2,448,100 |
| The accompanying notes are an integral part of these condensed consolidated financial statements. | ||
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Net sales | $405,467 | $332,113 |
| Cost of goods sold | 276,675 | 227,419 |
| Gross profit | 128,792 | 104,694 |
| Operating expenses | ||
| Selling, general, and administrative | 64,305 | 58,699 |
| Research and development | 40,615 | 38,627 |
| Amortization of acquisition related intangible assets | 3,944 | 5,824 |
| Loss (gain) on disposal of fixed assets | 143 | (18) |
| Other operating expense | 20 | 266 |
| Total operating expense | 109,027 | 103,398 |
| Income from operations | 19,765 | 1,296 |
| Other income (expense) | ||
| Interest income | 5,445 | 5,813 |
| Interest expense | (682) | (467) |
| Foreign currency (loss), net | (3,377) | (183) |
| Unrealized gain (loss) on investments | 2,450 | (4,032) |
| Impairment of equity investment | (1,249) | (5,817) |
| Other income | 91 | 617 |
| Total other income (expense) | 2,678 | (4,069) |
| Income (loss) before income taxes, equity in net earnings of equity investments, and noncontrolling interest | 22,443 | (2,773) |
| Income tax provision | 4,000 | 20 |
| Equity in net earnings of equity investments | (2,341) | 6 |
| Net income (loss) | 16,102 | (2,787) |
| Less net income attributable to noncontrolling interest | (1,141) | (1,650) |
| Net income (loss) attributable to common stockholders | $14,961 | $(4,437) |
| Earnings (loss) per share attributable to common stockholders: | ||
| Basic | $0.33 | $(0.10) |
| Diluted | $0.32 | $(0.10) |
| Number of shares used in earnings per share computation: | ||
| Basic | 45,919 | 46,370 |
| Diluted | 46,138 | 46,370 |
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Net income (loss) | $16,102 | $(2,787) |
| Unrealized gain on defined benefit plan, net of tax | 1,729 | 3,361 |
| Unrealized (loss) gain on derivative instruments, net of tax | (4,261) | 2,875 |
| Unrealized foreign currency (loss), net of tax | (7,026) | (1,414) |
| Comprehensive income | 6,544 | 2,035 |
| Less: Comprehensive income attributable to noncontrolling interest | (1,141) | (1,650) |
| Total comprehensive income attributable to common stockholders | $5,403 | $385 |
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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
| Common stock · Treasury stock · Additional paid-in · Retained · Accumulated other comprehensive · Total Diodes Incorporated stockholders' · Noncontrolling · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | capital | earnings | loss | equity | interest | equity | |
| Balance, December 31, 2025 | 55,883 | $37,259 | (10,008) | $(371,914) | $538,087 | $1,785,439 | $(110,747) | $1,878,124 | $60,285 | $1,938,409 |
| Total comprehensive income | - | - | - | - | - | 14,961 | (9,558) | 5,403 | 1,141 | 6,544 |
| Net changes in noncontrolling interest | - | - | - | - | - | - | - | - | 37 | 37 |
| Common stock issued for share-based plans | 65 | 44 | - | - | (44) | - | - | - | - | - |
| Share-based compensation | - | - | - | - | 7,579 | - | - | 7,579 | - | 7,579 |
| Stock buyback | - | - | - | (195) | - | - | - | (195) | - | (195) |
| Tax related to net share settlement | - | - | - | - | (1,505) | - | - | (1,505) | - | (1,505) |
| Balance, March 31, 2026 | 55,948 | $37,303 | (10,008) | $(372,109) | $544,117 | $1,800,400 | $(120,305) | $1,889,406 | $61,463 | $1,950,869 |
| Common stock · Treasury stock · Additional paid-in · Retained · Accumulated other comprehensive · Total Diodes Incorporated stockholders' · Noncontrolling · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | capital | earnings | loss | equity | interest | equity | |
| Balance, December 31, 2024 | 55,621 | $37,083 | (9,288) | $(338,100) | $523,744 | $1,719,298 | $(146,724) | $1,795,301 | $73,646 | $1,868,947 |
| Total comprehensive income | - | - | - | - | - | (4,437) | 4,822 | 385 | 1,650 | 2,035 |
| Net changes in noncontrolling interest | - | - | - | - | 596 | - | - | 596 | (4,680) | (4,084) |
| Common stock issued for share-based plans | 62 | 42 | - | - | (42) | - | - | - | - | - |
| Share-based compensation | - | - | - | - | 6,386 | - | - | 6,386 | - | 6,386 |
| Tax related to net share settlement | - | - | - | - | (1,450) | - | - | (1,450) | - | (1,450) |
| Balance, March 31, 2025 | 55,683 | $37,125 | (9,288) | $(338,100) | $529,234 | $1,714,861 | $(141,902) | $1,801,218 | $70,616 | $1,871,834 |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Cash flows from operating activities | ||
| Net income (loss) | $16,102 | $(2,787) |
| Adjustments to reconcile net income (loss) to net cash flows from operating activities, net of effects of acquisitions | ||
| Depreciation | 31,257 | 30,080 |
| Amortization of intangible assets | 3,944 | 5,824 |
| Share-based compensation expense | 7,579 | 6,386 |
| Deferred income taxes | 301 | (147) |
| Investment (gain) loss | (121) | 4,020 |
| Impairment of equity investment | 1,249 | 5,817 |
| Gain (loss) on disposal of fixed assets | 143 | (18) |
| Interest income from derivative financial instruments | (3,418) | (4,257) |
| Other | 938 | (275) |
| Changes in operating assets: | ||
| Change in accounts receivable | 1,129 | 22,922 |
| Change in inventory | (23,073) | 3,234 |
| Change in other operating assets | 2,077 | 469 |
| Changes in operating liabilities: | ||
| Change in accounts payable | 20,578 | 2,181 |
| Change in accrued liabilities | 2,759 | (14,763) |
| Change in income tax payable | 2,816 | (2,923) |
| Change in other operating liabilities | 53 | 980 |
| Net cash flows from operating activities | 64,313 | 56,743 |
| Cash flows from investing activities | ||
| Acquisition, net of cash acquired | - | (4,565) |
| Purchases of property, plant, and equipment | (31,874) | (15,894) |
| Proceeds from sale of property, plant, and equipment | 77 | 58 |
| Proceeds from short-term investments | - | 1,289 |
| Purchases of short-term investments | (447) | (2,065) |
| Purchases of equity securities | (455) | - |
| Cash paid for hedge termination | (3,184) | (6,890) |
| Other | (796) | (391) |
| Net cash flows from investing activities | (36,679) | (28,458) |
| Cash flows from financing activities | ||
| Advances on lines of credit and short-term debt | 14,110 | 3,209 |
| Repayments of lines of credit and short-term debt | (13,739) | (3,180) |
| Proceeds from long-term debt | 3,715 | 3,489 |
| Repayments of long-term debt | (3,540) | (3,355) |
| Taxes paid related to net share settlement | (1,505) | (1,450) |
| Other | (135) | (31) |
| Net cash flows from financing activities | (1,094) | (1,318) |
| Effect of exchange rate changes on cash and cash equivalents | 320 | (733) |
| Change in cash and cash equivalents, including restricted cash | 26,860 | 26,234 |
| Cash and cash equivalents, beginning of period, including restricted cash | 372,346 | 314,724 |
| Cash and cash equivalents, end of period, including restricted cash | $399,206 | $340,958 |
| Supplemental Cash Flow Information | ||
|---|---|---|
| Interest paid during the period | $427 | $397 |
| Taxes paid during the period | $1,874 | $5,130 |
| Non-cash investing and financing activities: | ||
| Accounts payable balance related to the purchase of property, plant, and equipment | $22,423 | $11,138 |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Summary of Operations and Significant Accounting Policies
BACKGROUND
Diodes Incorporated (Nasdaq: DIOD), delivers high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and power solutions combined with a flexible hybrid manufacturing model that meet customers’ needs. Our broad range of application-specific products, delivered through a total solutions sales approach and supported by global operations including engineering, testing, manufacturing, and customer service, enable us to be a premier provider for high-growth markets.
Basis of Presentation
The unaudited condensed consolidated financial data at December 31, 2025 are derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 10, 2026 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes necessary for a fair statement of financial position, operating results, and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair statement of the operating results for the periods presented have been included in the interim periods. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2026.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter.
Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior period balances were reclassified to conform to the current condensed consolidated financial statement presentation.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact to the Company’s consolidated financial statements:
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes authoritative guidance on the accounting for government grants received by business entities. The amendments in ASU 2025-10 require that a government grant received by a business entity should not be recognized until:
It is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant will be received.
A business entity meets the recognition guidance for a grant related to an asset or a grant related to income.
The amendments in this update require that a grant related to an asset be recognized on the balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as:
Deferred income (the deferred income approach)
An adjustment to the cost basis in determining the carrying amount of the asset (the cost accumulation approach).
For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-09 to amend certain aspects of its hedge accounting guidance to better reflect an entity’s risk management activities in the financial statements. The guidance expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions and increases the variable price components eligible to be designated as the hedged risk in the forecasted purchase or sale of non-financial assets. For public business entities, the provisions of ASU 2025-09 are effective for
-8- fiscal years beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the requirements under this new standard.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”(“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. In the first quarter of 2026, the Company adopted this standard which did not have a material impact on the Company’s consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, “Business Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”(“ASU 2025-03”). ASU 2025-03 provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting, especially when companies merge with a special-purpose acquisition company (“SPAC”). ASU 2025-03 requires entities to apply the same factors used for determining the accounting acquirer in other acquisition transactions. Essentially, it aims to make financial reporting more comparable and decision-useful for investors by ensuring that the accounting acquirer is appropriately identified in acquisitions of VIEs, particularly in SPAC transactions. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026 including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require that at each interim and annual reporting period an entity disclose:
The amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed above;
Companies are also required to include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements;
Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and
Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this amended guidance may have on its consolidated financial statements.
NOTE 2 – Earnings per Share
Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. No dividends were paid on our Common Stock in any of the periods presented in this report.
The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS:
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| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Earnings (numerator) | ||
| Net income (loss) attributable to common stockholders | $14,961 | $(4,437) |
| Shares (denominator) | ||
| Weighted average common shares outstanding (basic) | 45,919 | 46,370 |
| Dilutive effect of stock options and stock awards outstanding | 219 | - |
| Adjusted weighted average common shares outstanding (diluted) | 46,138 | 46,370 |
| Earnings (loss) per share attributable to common stockholders | ||
| Basic | $0.33 | $(0.10) |
| Diluted | $0.32 | $(0.10) |
| Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive | 121 | 612 |
Note 3 – Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
We use valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. These two types of inputs create a three-tier fair value hierarchy that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 Inputs - Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
As of March 31, 2026, we had short-term and long-term investments. Long-term investments are included within Equity investments on the consolidated balance sheet. Trading securities held at March 31, 2026, were purchased on the open market and unrealized gains and losses are included in Other income (expense). The trading securities are valued under the fair value hierarchy using Level 1 Inputs. Short-term investments consist of investments such as time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these short-term investments in a relatively short amount of time but in doing so we generally forfeit a portion of earned and future interest income. Long-term investments consist of certain equity securities acquired as part of the LSC acquisition. Deferred compensation investments consist primarily of life insurance policies, but may also include investments in the Company’s stock, mutual funds and cash. See Note 12 for additional information related to our deferred compensation program and Note 11 for additional information related to our derivative financial instruments. The short-term investments, long-term investments and deferred compensation investments are valued under the fair value hierarchy using Level 1 and Level 2 Inputs.
Financial assets and liabilities carried at fair value as of March 31, 2026, are classified in the following table:
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| Description · Fair Market Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · SignificantUnobservableInputs (Level 3) · Total Changes in Fair Values Included in Current Period Earnings | ||||||||
|---|---|---|---|---|---|---|---|---|
| Short-term investments | $10,188 | $10,188 | $ | - | $ | - | $ | - |
| Long-term investments | 22,615 | 22,615 | - | - | 2,450 | |||
| Collared forward asset | 11,360 | - | 11,360 | - | - | |||
| Collared forward liability | (294) | - | (294) | - | - | |||
| Deferred compensation investments | 19,663 | 1,518 | 18,145 | - | (554) | |||
Financial assets and liabilities carried at fair value as of December 31, 2025, are classified in the following table:
| Description · Fair Market Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · SignificantUnobservableInputs (Level 3) · Total Changes in Fair Values Included in Current Period Earnings | ||||||||
|---|---|---|---|---|---|---|---|---|
| Short-term investments | $9,817 | $9,817 | $ | - | $ | - | $ | - |
| Long-term investments | 20,574 | 20,574 | - | - | (4,754) | |||
| Collared forward asset | 11,454 | - | 11,454 | - | - | |||
| Collared forward liability | (2,558) | - | (2,558) | - | - | |||
| Deferred compensation investments | 19,959 | 1,196 | 18,763 | - | 2,244 | |||
Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). We believe our long-term debt under our revolving credit facility approximates fair value and is valued under the fair value hierarchy using Level 2 Inputs. Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at March 31, 2026 and December 31, 2025.
NOTE 4 – Inventories
The table below sets forth inventories which are stated at the lower of cost or net realizable value:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Finished goods | $168,083 | $171,369 |
| Work-in-progress | 91,658 | 91,143 |
| Raw materials | 233,020 | 209,034 |
| Total | $492,761 | $471,546 |
NOTE 5 – Goodwill and Intangible Assets
The table below sets forth the changes in goodwill:
| Balance at December 31, 2025 | $183,437 |
|---|---|
| Foreign currency translation adjustment | (1,149) |
| Balance at March 31, 2026 | $182,288 |
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The table below sets forth the value of intangible assets, other than goodwill:
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Intangible assets subject to amortization: | ||
| Gross carrying amount | $270,997 | $270,997 |
| Accumulated amortization | (230,488) | (226,544) |
| Foreign currency translation adjustment | (8,420) | (8,370) |
| Total intangible assets subject to amortization | 32,089 | 36,083 |
| Intangible assets with indefinite lives: | ||
| Gross carrying amount | 10,303 | 10,303 |
| Foreign currency translation adjustment | (967) | (931) |
| Total intangible assets with indefinite lives | 9,336 | 9,372 |
| Total intangible assets, net | $41,425 | $45,455 |
The table below sets forth amortization expense related to intangible assets subject to amortization:
| Amortization expense | 2026 | 2025 |
|---|---|---|
| Three Months Ended March 31, | $3,944 | $5,824 |
NOTE 6 – Income Tax Provision
The table below sets forth information related to our income tax expense:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Domestic pre-tax income (loss) | $(957) | $14,623 |
| Foreign pre-tax (loss) income | $21,058 | $(17,390) |
| Income tax provision | $4,000 | $20 |
| Effective tax rate | 19.9% | -0.7% |
For the three months ended March 31, 2026, the effective tax rate differs from the 21% U.S. statutory income tax rate primarily due to the impact of research and development tax incentives, partially offset by taxes on foreign income and nondeductible compensation.
For the three months ended March 31, 2025, the effective tax rate differed from the 21% U.S. statutory income tax rate primarily due to taxes on foreign income and nondeductible compensation, partially offset by the impact of research and development tax incentives.
The increase in effective tax rate for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, is primarily due to the change in pre-tax earnings during the comparable periods, including the geographical mix of pre-tax income and loss across tax jurisdictions.
NOTE 7 – Share-Based Compensation
The table below sets forth information related to our share-based compensation expense:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| 2026 | 2025 | |
| Cost of goods sold | $562 | $554 |
| Selling, general, and administrative | 5,847 | 4,616 |
| Research and development | 1,170 | 1,216 |
| Total share-based compensation expense | $7,579 | $6,386 |
Share Grants. Share grants consist of restricted stock awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”). Restricted stock awards and RSUs generally vest in equal annual installments over a four-year period and are measured based
-12- on the fair market value of the underlying stock on the date of grant. Compensation expense is recognized on a straight-line basis over the requisite four-year service period. All new grants are awarded under the Company’s 2022 Equity Incentive Plan.
PSUs are measured based on the fair market value of the underlying stock on the date of grant, and compensation expense is recognized over the three-year performance period, with adjustments made to the expense to recognize the probable payout percentage.
As of March 31, 2026, total unrecognized share-based compensation expense related to share grants was approximately$57.3 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.4 years.
NOTE 8 – Enterprise-Wide Segment Information and Net Sales
Segment Reporting. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. One segment reflects how our chief operating decision maker (“CODM”), which is ourchief executive officer, allocates resources, and measures results. Although our CODM regularly uses gross profit for key operating decisions about allocating resources and assessing performance, we have concluded that consolidated net income (loss) is also used and is the measure of profit or loss required to be disclosed under the provisions of ASC 280 for oursingle operating segment. Accordingly, we considered whether there were any significant expense categories to disclose and concluded that the consolidated financial statements and accompanying notes thereto include the relevant categories regularly provided to our CODM. The CODM's assessment of performance is predominantly performed during the Company’s annual budgeting and quarterly forecasting process where segment resourcing decisions, such as employee and capital, are made. The measure of segment assets is reported in our consolidated balance sheets as “Total assets.” Our primary operations include operations in Asia, the Americas, and Europe.
The table below sets forth the number of customers and the amount of sales to that customer, where that customer accounted for 10% or greater of our net sales during the applicable periods:
| For the Three MonthsEnded March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Customer 1 | $50,839 | $39,035 |
| Customer 2 | $44,475 | $33,601 |
Each of the customers that accounted for 10% or more of our net sales are broad-based distributors serving thousands of customers. At March 31, 2026 and December 31, 2025, one customer that accounted for 10% or more of the Company’s net sales accounted for approximately 15.1% and 16.3%, respectively, of the Company’s outstanding accounts receivable.
Disaggregation of Net Sales. We disaggregate net sales with customers into direct sales to end customers and distribution sales to distributors (“Distributors”) and by geographic area. Direct sales customers consist of those customers using our product in their manufacturing process, and Distributors are those customers who resell our products to third parties. We deliver our products to customers around the world for use in the industrial, automotive, computing, consumer, and communications markets. Further, most of our contracts are fixed-price arrangements, and are short term in nature, ranging from days to several months. The tables below set forth net sales based on the location of the subsidiary producing the net sale:
| As of and for the | ||||
|---|---|---|---|---|
| Three Months Ended March 31, 2026 | Asia | Americas | Europe | Consolidated |
| Total sales | $436,730 | 292,920 | $69,246 | $798,896 |
| Intercompany elimination | (194,000) | (167,692) | (31,737) | (393,429) |
| Net sales | $242,730 | $125,228 | $37,509 | $405,467 |
| Property, plant, and equipment, net | $492,929 | $69,189 | $90,084 | $652,202 |
| Total assets | $1,660,649 | $567,419 | $269,660 | $2,497,728 |
| As of and for the | ||||
| Three Months Ended March 31, 2025 | Asia | Americas | Europe | Consolidated |
| Total sales | $352,691 | $261,945 | $58,251 | $672,887 |
| Intercompany elimination | (159,164) | (148,357) | (33,253) | (340,774) |
| Net sales | $193,527 | $113,588 | $24,998 | $332,113 |
| Property, plant, and equipment, net | $488,423 | $74,780 | $102,654 | $665,857 |
| Total assets | $1,662,760 | $460,343 | $233,238 | $2,356,341 |
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The tables below set forth net sales for the Company disaggregated into geographic locations based on shipment destination and by type(direct sales or distributor sales):
| Three months ended March 31, | ||
|---|---|---|
| Net Sales by Region | 2026 | 2025 |
| Asia | $313,944 | $258,292 |
| Europe | 56,922 | 44,574 |
| Americas | 34,601 | 29,247 |
| Total net sales | $405,467 | $332,113 |
| Net Sales by Type | ||
| Direct sales | $150,516 | $121,833 |
| Distributor sales | 254,951 | 210,280 |
| Total net sales | $405,467 | $332,113 |
The table below sets forth the location to where products were shipped, representing 10% or more of net sales in at least one of the periods shown below:.
| Location · Amount | ||
|---|---|---|
| For the three months ended March 31, | 2026 | 2025 |
| China | $176,994 | $153,448 |
| Singapore | $36,348 | $30,169 |
| Taiwan | $42,824 | $24,231 |
NOTE 9 – Debt
Borrowings outstanding as of March 31, 2026 and December 31, 2025 are set forth in the table below:
| Description | March 31, 2026 | December 31, 2025 | Interest Rate | Current Amount Maturity |
|---|---|---|---|---|
| Short-term debt | $30,047 | $30,264 | Various indices plus margin | Various during 2026 |
| Long-term debt | ||||
| Notes payable to Bank of Taiwan | 1,405 | 1,479 | 2-yr deposit rate floating plus 0.1148% | June 2033 |
| Notes payable to Bank of Taiwan | 4,678 | 4,770 | 2-yr deposit rate floating plus 0.082% | October 2027 |
| Notes payable to CTBC Bank | 3,119 | 3,180 | TAIBOR 3M plus 0.5% | March 2028 |
| Notes payable to CTBC Bank | 3,119 | 3,180 | TAIBOR 3M plus 0.5% | April 2027 |
| Notes payable to CTBC Bank | 10,988 | 11,384 | TAIBOR 3M plus 0.5% | May 2028 |
| Notes payable to E Sun Bank | 79 | 95 | 1-M deposit rate floating plus 0.08% | July 2027 |
| Notes payable to E Sun Bank | 853 | 918 | 1-M deposit rate floating plus 0.08% | July 2030 |
| Notes payable to E Sun Bank | 84 | 99 | 1 M time deposit rate + 1.4% | October 2027 |
| Notes payable to Taishin Bank | 195 | 258 | 2.82% | January 2027 |
| Notes payable to Taishin Bank | 429 | - | 2.82% | January 2028 |
| Notes payable to Chang Hwa Bank | 31 | 32 | 2.22% | November 2030 |
| Notes payable to Chang Hwa Bank | 47 | 48 | 2.22% | December 2030 |
| Notes payable to Chang Hwa Bank | 312 | 223 | 2.22% | January 2031 |
| Total long-term debt | 25,339 | 25,666 | ||
| Less: Current portion of long-term debt | (1,635) | (1,442) | ||
| Total long-term debt, net of current portion | $23,704 | $24,224 | ||
Short-term debt
Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling$146.4 million. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted and contain no restrictive covenants. These credit facilities bear interest at the Taipei Interbank Offered Rate (or similar indices) plus a specified margin. Interest payments are due monthly on outstanding amounts under the credit lines. The unused and available credit under the various facilities as of March 31, 2026, was approximately$115.9 million, net of$30.0 million advanced under our foreign credit lines and$0.4 million credit used for import and export guarantee.
Long-term debt
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The Company maintains a long-term credit facility (“Credit Agreement”). The Credit Agreement consists of a Revolving Credit Facility in the amount of$225.0 million, including a swing line sublimit equal to the lesser of $50.0 million and the Revolving Credit Facility, a letter of credit sublimit equal to the lesser of $100.0 million and the Revolving Credit Facility, and an alternative currency sublimit equal to the lesser of $40.0 million and the Revolving Credit Facility. The Company has the option to increase the Credit Facility and/or incur Incremental Term Loans in an aggregate principal amount of up to $350.0 million. There wasno outstanding balance at March 31, 2026.
NOTE 10 – Commitments and Contingencies
Purchase Commitments. We have entered into non-cancelable purchase contracts for capital expenditures, primarily for manufacturing equipment, for approximately$66.9 million at March 31, 2026. As of March 31, 2026, we also had a commitment to purchase approximately$47.9 million of wafers to be used in our manufacturing process. These wafer purchases are scheduled to occur through 2031.
Contingencies. From time to time, we are involved in various legal proceedings that arise in the normal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any pending legal proceeding will not have any material adverse effect on our consolidated financial position, cash flows, or operating results. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact our business and operating results for the period in which the ruling occurs and future periods. Based on available information available, we evaluate the likelihood of potential outcomes of all pending disputes. We record an appropriate liability when the amount of any liability associated with a pending dispute is deemed probable and reasonably estimable. In addition, we do not accrue estimated legal fees and other directly related costs as they are expensed as incurred. The Company is not currently a party to any pending litigation that we consider material.
NOTE 11 – Derivative Financial Instruments
We use derivative instruments to manage risks related to foreign currencies, interest rates, and the net investment risk in our foreign subsidiaries. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment.
Hedges of Foreign Currency Risk. We are exposed to fluctuations in various foreign currencies against our different functional currencies. We use foreign currency forward agreements to manage this exposure. As of March 31, 2026 and December 31, 2025, we had$334.7 million and$345.2 million, respectively, of outstanding foreign currency forward agreements that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with Accounting Standards Codification (“ASC”) No. 815.
Hedges of Interest Rate and Net Investment Risk. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps, including interest rate collars, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company makes use of cross-currency swaps and foreign-currency forward contracts to decrease the foreign exchange risk inherent in the Company’s investment in some of its foreign subsidiaries.
The table below sets forth the fair value, which are Level 2 instruments in the fair-value hierarchy, of the Company’s derivative financial instruments as well as their classification on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025:
| Fair Value | ||||
|---|---|---|---|---|
| Other Current or Non-Current Assets | Other Current Liabilities and Non-Current Liabilities | |||
| 2026 | 2025 | 2026 | 2025 | |
| Collared forwards | $11,360 | $11,454 | $294 | $2,558 |
The table below sets forth the effect of the Company’s derivative financial instruments on the Consolidated Statements of income for the three months ended March 31, 2026 and 2025:
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| Derivative Instruments · Amount of Gain or (Loss) Recognized in OCI on Derivative · Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from · Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||
|---|---|---|---|---|---|
| Designated as · March 31, · Effectiveness · March 31, | |||||
| Hedging Instruments | 2026 | 2025 | Testing) | 2026 | 2025 |
| Three Months Ended | |||||
| Collared forwards | $(843) | $7,132 | Interest income | $3,418 | $4,257 |
NOTE 12 – Employee Benefit Plans
We maintain a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for executive officers, key employees, and members of the Board of Directors. The Deferred Compensation Plan allows eligible participants to defer the receipt of eligible compensation, including equity awards, until designated future dates. We offset our obligations under the Deferred Compensation Plan primarily by investing in the actual underlying investments. At March 31, 2026 and December 31, 2025, these investments totaled approximately$19.7 million and$20.0 million, respectively.
NOTE 13– Related Parties
We conduct business with the following related parties: Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (“Keylink”), Nuvoton Technology Corporation (“Nuvoton”), Jiyuan Crystal Photoelectric Frequency Technology Ltd. (“JCP”), Atlas Magnetics, Co (“Atlas”), and ATX Semiconductor SDN (“ATX”).
Keylink is a 5% joint venture partner in our Shanghai assembly and test facilities. We sell products to, and purchase inventory from, companies owned by Keylink. In addition, our subsidiaries in China lease their manufacturing facilities in Shanghai from, and subcontract a portion of our manufacturing process (metal plating and environmental services) to, Keylink. We also pay a consulting fee to Keylink.
Warren Chen, a member of the Company’s board of directors, serves as a member of the Nuvoton board of directors. We purchase wafers from Nuvoton for use in our production process. We have an agreement to purchase approximately$1.4 million of wafers from Nuvoton that ends in the second quarter of 2026. We consider our relationship with Nuvoton to be mutually beneficial, and plan to continue our strategic alliance with Nuvoton.
JCP is a frequency control product manufacturing company from which we purchase material and in which we have made an equity investment that we account for using the equity method of accounting.
Atlas is an early stage privately held fabless wafer design company in which the Company holds a majority interest. The Company determined that Atlas is a variable interest entity (“VIE”), and the Company does not have the power to direct the activities that most significantly impact Atlas. The Company has therefore determined that the Company is not the primary beneficiary. Consequently, we do not consolidate the assets and liabilities of Atlas in the Company’s financial statements. For additional information related to Atlas see Note 14 - Equity Investments - Unconsolidated VIE, below.
In June 2025, the Company entered into a Joint Venture Agreement to acquire a 43% interest and joint control of ATX, a Malaysian private limited liability company, with the purpose of building synergies related to testing and packaging. ATX is a related party for the Company.
The table below sets forth the revenues and expenses with our related parties:
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| Three Months Ended | ||||
|---|---|---|---|---|
| March 31, | ||||
| 2026 · 2025 | ||||
| Keylink: | ||||
| Net sales | $42 | $128 | ||
| Purchases | $223 | $137 | ||
| Plating, rental, and consulting expense | $3,618 | $3,221 | ||
| Nuvoton: | ||||
| Net sales | $16 | $24 | ||
| Purchases | $1,585 | $1,065 | ||
| JCP: | ||||
| Purchases | $ | - | $76 | |
| Atlas: | ||||
| Purchases | $2,281 | $3,043 | ||
| ATX: | ||||
| Purchases | $94 | $ | - | |
The table below sets forth accounts receivable from, and accounts payable to, related parties:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Keylink: | ||
| Accounts receivable | $26,865 | $25,415 |
| Accounts payable | $29,614 | $27,837 |
| Nuvoton: | ||
| Accounts receivable | $13 | $9 |
| Accounts payable | $1,153 | $1,131 |
| Atlas: | ||
| Accounts payable | $464 | $721 |
| ATX: | ||
| Accounts payable | $42 | $12 |
NOTE 14 - Equity Investments
The Company maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. As of March 31, 2026, and December 31, 2025 the Company had$97.7 million and$97.4 million, respectively, of investments accounted for under the measurement alternative. During thethree months ended March 31, 2026 the Company recorded$2.5 million of non-cash mark-to-market adjustments related to the value of a previously made equity investments. During the three months ended March 31, 2025, the Company recorded a $5.8 million non-cash impairment charge related to the decrease in value of a previously made equity investment.
Unconsolidated VIE
During July 2021, the Company acquired an interest in Atlas, an early stage privately held fabless wafer design company located in the western United States. The Company’s initial investment in July 2021 was $10.0 million of preferred stock and a $5.0 million convertible promissory note. In April 2023, the Company acquired an additional interest in Atlas by purchasing $13.9 million of preferred stock and the Company’s previously held convertible note converted to $5.2 million of preferred stock. In June 2025, the Company acquired an additional interest in Atlas by purchasing $12.3 million of preferred stock. In connection with the additional investment in Atlas in June 2025, the Company recorded an upward mark-to-market adjustment of $33.3 million to adjust the value of the investment. The primary purpose for providing the additional investments in Atlas was to provide for continued access to developing technology with potential future benefit to the Company. At March 31, 2026, the Company continues to own more than 50% of Atlas. The Company determined that Atlas is a VIE and a related party. While the Company does own more than 50% of Atlas, according to the voting agreement governing the transaction, the Company does not have the power to control the board of directors or direct the activities that most significantly impact Atlas, including:
The hiring and firing of officers (i.e., CEO, CFO, etc.) – The hiring and firing of personnel responsible for making the key daily decisions and implementing the strategic operating direction will determine the success the Company has in their initiatives, thereby affecting the economic performance;
Determining the business plan and budget, including incurring additional indebtedness or issuing additional equity interests – As Atlas is thinly capitalized, the decisions around when and how to obtain cash will influence whether Atlas can continue operating; and
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Determining the strategic operating direction of Atlas – The decisions made around the significant operating direction of Atlas will significantly impact the overall performance of the Company by determining where and how Atlas limited capital is spent without having significant revenues to keep the Company operating.
As the Company is not the primary beneficiary of Atlas, the Company did not consolidate the assets and liabilities of Atlas in our financial statements and instead accounts for the investment under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair value. As such, the Company’s investment is measured at cost less impairment, and adjusted to fair value if there are any observable price changes for identical or similar investment of the same issuer.
Atlas is funded through debt and equity. The Company's maximum exposure to loss is limited to its investment in Atlas and notes receivable and accrued interest owed to the Company from Atlas. The following is a summary of the Company’s holdings in Atlas, a VIE, in which we are not the primary beneficiary:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| VIE total assets | $36,856 | $39,620 |
| VIE total liabilities | 10,887 | 10,659 |
| Diodes' equity in VIE | $90,035 | $90,035 |
| Diodes' note receivable from VIE | 9,000 | 9,000 |
| Diodes' interest receivable from VIE | 740 | 628 |
| Diodes' maximum exposure to loss | $99,775 | $99,663 |
ATX Semiconductor SDN
In June 2025, the Company entered into a joint venture agreement with Global Advanced Packaging Test Limited to acquire a 43% interest in and joint control of ATX, a Malaysian private limited liability company, with the purpose of building synergies related to testing and packaging. The ATX joint venture meets the accounting definition of a joint venture where neither party has unilateral control of the entity and both parties have joint control over the decision-making process in the entity. As such, the Company uses the equity method to account for its share of the investment in ATX. The carrying value of the equity investment is$24.2 million as of March 31, 2026. The Company recorded and will continue to record equity method earnings of the joint venture on a 3-month lag.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.