DIODES INC /DEL/

Current report

as follows:

Current report

We may not have the ability to raise the funds necessary to settle conversions of our Convertible Senior Notes or to repurchase our Convertible Senior Notes upon a fundamental change, and our Credit Agreement contains, and any future debt may also contain, limitations on our ability to pay cash upon conversion or repurchase of our Convertible Senior Notes.

Current report

Holders of our Convertible Senior Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their Convertible Senior Notes upon the occurrence of a fundamental change (as defined in the Indenture) at a fundamental change repurchase price equal to 100% of the principal amount of our Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, upon any conversion of our Convertible Senior Notes, we will be required to make cash payments for each $1,000 in principal amount of our Convertible Senior Notes converted of at least the lesser of $1,000 and the sum of the daily conversion values as described in the Convertible Senior Notes Indenture. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of our Convertible Senior Notes surrendered therefor or pay cash with respect to our Convertible Senior Notes being converted. In addition, our Credit Agreement prohibits us from making any cash payments on the conversion or repurchase of our Convertible Senior Notes if an event of default exists thereunder, making any cash payments upon a fundamental change or if, after giving effect to such conversion or repurchase (and any additional indebtedness incurred in connection with such conversion or a repurchase), we would not be in pro forma compliance with our financial covenants under that facility. Our ability to repurchase our Convertible Senior Notes or to pay cash upon conversions of our Convertible Senior Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase our Convertible Senior Notes at a time when the repurchase is required by the Indenture or to pay any cash payable on future conversions of our Convertible Senior Notes as required by the Indenture would constitute a default under the Indenture. A default under the Indenture or the fundamental change itself could also lead to a default under agreements governing our indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase our Convertible Senior Notes or make cash payments upon conversions thereof.

Current report

The conditional conversion feature of our Convertible Senior Notes, if triggered, may adversely affect our financial condition and operating results.

Current report

In the event the conditional conversion feature of our Convertible Senior Notes is triggered, holders of our Convertible Senior Notes will be entitled to convert their notes at any time during specified periods at their option. If one or more holders elect to convert their notes, we would be required to settle any converted principal amount of such notes through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of our Convertible Senior Notes as a current rather than long-term liability, which would result in a material reduction of our working capital.

Current report

Conversion of our Convertible Senior Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

Current report

The conversion of some or all of our Convertible Senior Notes may dilute the ownership interests of our stockholders. Upon conversion of our Convertible Senior Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our Convertible Senior Notes being converted. If we elect to settle the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of our Convertible Senior Notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of our Convertible Senior Notes may encourage short selling by market participants because the conversion of our Convertible Senior Notes could be used

Current report

-36- to satisfy short positions, or anticipated conversion of our Convertible Senior Notes into shares of our common stock could depress the price of our common stock.

Current report

Changes in the accounting method for convertible debt securities that may be settled in cash, such as our Convertible Senior Notes, could adversely affect our reported financial condition and results.

Current report

The accounting method for reflecting our Convertible Senior Notes on our balance sheet, accruing interest expense for our Convertible Senior Notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

Current report

In August 2020, the Financial Accounting Standards Board published ASU 2020-06, which simplifies certain of the accounting standards that apply to convertible notes. In accordance with ASU 2020-06, our Convertible Senior Notes are reflected as a liability on our balance sheets, with the initial carrying amount equal to the principal amount of our Convertible Senior Notes, net of issuance costs. The issuance costs were treated as a debt discount for accounting purposes, which will be amortized into interest expense over the term of our Convertible Senior Notes. As a result of this amortization, the interest expense that we expect to recognize for our Convertible Senior Notes for accounting purposes will be greater than the cash interest payments we will pay on our Convertible Senior Notes, which will result in lower reported net income.

Current report

In addition, the shares of our common stock underlying our Convertible Senior Notes are reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share generally are calculated assuming that all of our Convertible Senior Notes were converted into cash and shares of common stock at the beginning of the reporting period based on the average market price of common stock determined in accordance with applicable accounting rules, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.

Current report

Furthermore, if any of the conditions to the convertibility of our Convertible Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of our Convertible Senior Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their notes and could materially reduce our reported working capital.

Current report

Certain provisions in the Indenture governing the Convertible Senior Notes may delay or prevent an otherwise beneficial takeover attempt of us.

Current report

Certain provisions in the Indenture may make it more difficult or expensive for a third party to acquire us. For example, the Indenture will require us, subject to limited exceptions, to repurchase our Convertible Senior Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase our Convertible Senior Notes and/or increase the conversion rate, which could make it costlier for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.

Current report

In connection with the issuance of our Convertible Senior Notes, we entered into the Capped Call Transactions with the option counterparties (the “option counterparties”). The Capped Call Transactions cover, subject to customary adjustments substantially similar to those applicable to our Convertible Senior Notes, the number of shares of our common stock initially underlying our Convertible Senior Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of our Convertible Senior Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

Current report

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of our Convertible Senior Notes and prior to the maturity of our Convertible Senior Notes (and are likely to do so during any observation period related to a conversion of our Convertible Senior Notes or, to the extent we exercise the relevant election under the Capped Call Transactions, following any repurchase or redemption of our Convertible Senior Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock.

Current report

The option counterparties are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default or otherwise fail to perform, or may exercise certain rights to terminate, their obligations under the Capped Call Transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral.

Current report

Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the Capped Call Transactions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Capped Call Transactions with such option counterparty. Our exposure will depend on many

Current report

-37- factors but, generally, our exposure will increase if the market price or the volatility of our common stock increases. In addition, upon a default or other failure to perform, or a termination of obligations, by an option counterparty, we may suffer adverse tax consequences or more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Previous report

as set forth below.

Previous report

Our ability to complete our acquisition of ElevATE is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the transaction not to be completed; and if we are able to complete the transaction, we may be unable to realize the anticipated benefits.

Previous report

On July 10, 2026, we entered into a Merger Agreement to acquire ElevATE Semiconductor, Inc. The acquisition is subject to

Previous report

customary closing conditions, including certain regulatory approvals, as specified in the Merger Agreement. No assurance can be given that the required conditions to closing will be satisfied, and, even if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. Any delay in completing the acquisition could cause the Company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the acquisition is successfully completed within its expected time frame. Even if the transaction closes timely, we also cannot be sure that we will recognize the anticipated benefits of the transaction. If we are unable to successfully maximize the benefits of our acquisition of ElevATE, our business, financial condition and operating results could be adversely affected