DIODES INC /DEL/

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

-3-

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

-4-

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

-5-

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

-6-

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (CONT.)

-7-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

-8-

-9-

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 balance sheet and 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 and nine months ended September 30, 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 May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes new guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The guidance applies to environmental credits that are acquired, generated, granted, or received by an entity and to obligations that may be settled using such credits.

The standard is effective for public business entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2026-02 will have on its consolidated financial statements and related disclosures.

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 fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company has adopted the provisions set forth in ASU 2025-09 in the three months ended June 30, 2026, which did not have a material impact on the Company’s consolidated financial statements.

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

-10- 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 and Equity

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.

On May 8, 2025, the Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase shares of its common stock from time to time in the open market or through privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors. The repurchased shares are held as treasury stock and are excluded from shares outstanding for purposes of calculating basic and diluted earnings per share from the date of repurchase. The following table sets forth repurchase activity under the program during the periods presented:

During the nine months ended September 30, 2026, our 53% owned subsidiary, ERIS, reduced its ownership interest in one of its subsidiaries from approximately 96% to approximately 77%, which increased the Company’s noncontrolling interest in ERIS by approximately $9.9 million. The Company received approximately $25.3 million.

On August 18, 2026, the Company issued $375.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the "Convertible Senior Notes"). The Convertible Senior Notes require the Company to settle the principal amount in cash upon conversion, with any conversion premium payable in cash, shares of the Company's common stock, or a combination thereof.

The Company accounts for the potential dilutive effect of the Convertible Senior Notes in accordance with the if-converted method.

-11-

Because the principal amount of the Convertible Senior Notes is required to be settled in cash, only the incremental shares, if any, attributable to the conversion premium are included in diluted weighted-average shares outstanding, and no adjustment is made to the numerator for interest expense. Shares issuable upon conversion are included in diluted weighted-average shares outstanding only to the extent required under the if-converted method.

For the three and nine months ended September 30, 2026, no incremental shares attributable to the Convertible Senior Notes were included in diluted earnings per share because the average market price of the Company's common stock did not exceed the conversion price during the applicable periods.

In connection with the issuance of the Convertible Senior Notes, the Company entered into Capped Call Transactions (the "Capped Call Transactions") that are expected to reduce potential dilution to the Company's common stock upon conversion of the Convertible Senior Notes and/or offset cash payments in excess of the principal amount of converted Convertible Senior Notes. The Capped Call Transactions have an initial strike price of approximately $145.79 per share, which corresponds to the initial conversion price of the Convertible Senior Notes, and an initial cap price of approximately $194.38 per share, in each case subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments, approximately 2.6 million shares of common stock underlying the Convertible Senior Notes. The Company paid premiums of approximately $21.9 million for the Capped Call Transactions, which were recorded as a reduction to additional paid-in capital, net of the related deferred tax benefit. Because the Capped Call Transactions meet the criteria for classification within stockholders’ equity and are classified within stockholders' equity, they are not subsequently remeasured at fair value. The Capped Call Transactions are excluded from the calculation of diluted earnings per share because their inclusion would be antidilutive. The table below sets forth the reconciliation between net income and the weighted-average shares outstanding used for calculating basic and diluted EPS:

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.

-12-

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 September 30, 2026, we had cash and cash equivalents, short-term, and long-term investments. Long-term investments are included within Equity investments on the consolidated balance sheet. Trading securities held at September 30, 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. 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 September 30, 2026, are classified in the following table:

Financial assets and liabilities carried at fair value as of December 31, 2025, are classified in the following table:

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not

-13- 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 the carrying amount of borrowings under our Revolving Credit Facility and notes payable approximates fair value due to the variable nature of the applicable interest rates. The estimated fair value of such borrowings would be classified within Level 2 of the fair value hierarchy. The Company's Convertible Senior Notes are accounted for as a single liability measured at amortized cost. At September 30, 2026, the carrying amount of the Convertible Senior Notes was approximately$364.9 million, net of unamortized debt issuance costs, with an estimated fair value of$377.5 million. The fair value was estimated using observable market data, including indicative pricing obtained from market participants and is classified within Level 2 of the fair value hierarchy. Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant as of September 30, 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:

NOTE 5 – Goodwill and Intangible Assets

The increase in goodwill of approximately $80.7 million and the acquisition of approximately $199.0 million of identifiable intangible assets were related to the acquisition of ElevATE Semiconductor, Inc. ("ElevATE"). Refer to Note 15 for additional information regarding the acquisition.

The table below sets forth the changes in goodwill:

The table below sets forth the value of intangible assets, other than goodwill:

The table below sets forth amortization expense related to intangible assets subject to amortization:

-14-

NOTE 6 – Income Tax Provision

The table below sets forth information related to our income tax expense:

For the three months ended September 30, 2026, the effective tax rate differs from the 21% U.S. statutory income tax rate primarily due to the impact of nondeductible investment losses included in pretax income, partially offset by research and development tax incentives and changes in unrecognized tax benefits.

For the nine months ended September 30, 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 and nontaxable investment gains included in pretax income, partially offset by nondeductible compensation.

For the three and nine months ended September 30, 2025, 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 and changes in conclusions regarding the realizability of certain deferred tax assets, partially offset by taxes on foreign income and nondeductible compensation.

The increase in effective tax rate for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 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:

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

-15- 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 September 30, 2026, total unrecognized share-based compensation expense related to share grants was approximately$84.6 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.5 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. The CODM regularly reviews consolidated gross profit, net sales and consolidated net income in assessing performance and allocating resources. The expense information regularly provided to the CODM is substantially consistent with the expense captions presented in the consolidated statements of income and accompanying notes. 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 reviewed by the CODM is total assets as reported in the Company's consolidated balance sheets. The Company conducts operations principally in Asia, the Americas, and Europe.

The table below sets forth net sales attributable to customers that individually accounted for 10% or more of consolidated net sales during the periods presented:

Each customer that accounted for 10% or more of the Company's net sales is a broad-based distributor serving thousands of end customers. At September 30, 2026, two customers accounted for 16.9% and 10.6%, respectively, of the Company’s outstanding accounts receivable. At December 31, 2025, one customer accounted for approximately 16.3% of the Company's accounts receivable.

Disaggregation of Net Sales. The Company disaggregates net sales by sales channel and geographic area. Sales channels consist of direct sales to end customers and distribution sales to distributors ("Distributors"). Direct sales customers are customers that incorporate the Company's products into their manufacturing processes, while Distributors resell the Company's products to third-party customers.

The Company sells its products worldwide for use in the industrial, automotive, computing, consumer and communications end markets. Substantially all contracts with customers are fixed-price arrangements and are generally short-term in nature, ranging from several days to several months.

The tables below set forth net sales based on the location of the subsidiary producing the net sale:

-16-

-17-

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):

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:

-18-

NOTE 9 – Debt

Borrowings outstanding as of September 30, 2026 and December 31, 2025 are set forth in the table below:

Short-term debt

Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling$150.0 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 September 30, 2026, was approximately$128.5 million, net of$21.0 million advanced under our foreign credit lines and$0.4 million credit used for import and export guarantee.

Long-term debt

The Company maintains a long-term credit facility (“Credit Agreement”). The Credit Agreement consists of a Revolving Credit Facility (“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 Revolving Credit Facility and/or incur Incremental Term Loans in an aggregate principal amount of up to $350.0 million.

On August 12, 2026, the Company entered into Amendment No. 1 to the Credit Agreement (the “Amendment”). The Amendment, among other things, (i) extended the maturity date of the Revolving Credit Facility from May 26, 2028 to August 12, 2031, (ii) revised the pricing grid applicable to outstanding borrowings and unused commitments, (iii) permitted the issuance of the Convertible Senior Notes discussed below, and (iv) amended certain financial and negative covenants. Borrowings under the Revolving Credit Facility bear interest at variable rates based on applicable benchmark rates plus an applicable margin determined under the Credit Agreement.

The obligations under the Credit Agreement are secured by a lien on substantially all assets of the Company and certain of its subsidiaries. At September 30, 2026, there wereno borrowings or letters of credit outstanding under the Revolving Credit Facility, and the full $225.0 million remained available for borrowing. The Company was in compliance with all financial and non-financial covenants under the Credit Agreement as of September 30, 2026.

In connection with the Amendment, the Company incurred $1.3 million of incremental fees and other costs. The Company accounted for the Amendment in accordance with the applicable debt modification guidance. Accordingly, the incremental fees and other costs incurred in connection with the Amendment were capitalized as debt issuance costs and are being amortized over the remaining term of the amended Revolving Credit Facility.

-19-

Convertible Senior Notes

On August 18, 2026, the Company completed a private offering of $375.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the "Convertible Senior Notes"), including the exercise in full of the initial purchasers' option to purchase an additional $50.0 million aggregate principal amount. The Convertible Senior Notes were issued pursuant to an Indenture, dated August 18, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Convertible Senior Notes are senior unsecured obligations of the Company and mature on August 15, 2031, unless earlier converted, redeemed, or repurchased. The Convertible Senior Notes do not bear regular interest, and the principal amount does not accrete. Special interest may accrue under certain circumstances as provided in the Indenture.

The initial conversion rate of the Convertible Senior Notes is 6.8594 shares of the Company's common stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $145.79 per share. As of September 30, 2026, the conversion rate had not been adjusted.

Prior to May 15, 2031, holders may convert their Convertible Senior Notes only upon the occurrence of certain events and during specified periods as set forth in the Indenture. On or after May 15, 2031, holders may convert the Convertible Senior Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company is required to settle the principal amount of the Convertible Senior Notes in cash and may settle any conversion value in excess of the principal amount in cash, shares of the Company's common stock, or a combination thereof, at its election, in accordance with the terms of the Indenture.

The conversion rate is subject to adjustment upon the occurrence of certain events in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date, or if the Company issues a notice of redemption, the Company may be required to increase the conversion rate for holders who elect to convert their Convertible Senior Notes in connection with such events.

The Convertible Senior Notes are not redeemable by the Company prior to August 20, 2029. On or after August 20, 2029, and prior to the 31st scheduled trading day immediately preceding maturity, the Company may redeem all or a portion of the Convertible Senior Notes for cash, subject to certain conditions, including that the last reported sale price of the Company's common stock is at least 130% of the then-applicable conversion price for a specified period. The redemption price equals 100% of the principal amount of the Convertible Senior Notes being redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date.

The Company received net proceeds of approximately $364.8 million from the offering after deducting the initial purchasers' discounts, commissions and offering expenses and prior to giving effect to the cost of the Capped Call Transactions described below. The Company used approximately $21.9 million of the net proceeds to pay premiums for the Capped Call Transactions and approximately $35.0 million to repurchase approximately 0.4 million shares of its common stock. The Company expects to use the remaining net proceeds for general corporate purposes, including potential future acquisitions.

The Convertible Senior Notes are accounted for as a single liability measured at amortized cost. Debt issuance costs associated with the Convertible Senior Notes are presented as a reduction of the carrying amount of the Convertible Senior Notes and are amortized to interest expense over the contractual term of the Convertible Senior Notes using the effective interest method. As of September 30, 2026, the carrying amount of the Convertible Senior Notes was$364.9 million, consisting of$375.0 million in principal amount, net of$10.1 million of unamortized debt issuance costs. For the three and nine months ended September 30, 2026, the Company recognized$0.2 million of interest expense related to the amortization of debt issuance costs. The effective interest rate on the Convertible Senior Notes was approxima tely 0.55%.

Other Notes Payable

In addition to our U.S. Credit Agreement, our 53% owned subsidiary, ERIS, had long-term debt of$17.5 million and $25.0 million, at September 30, 2026 and December 31, 2025, respectively, from local Taiwan banks. The outstanding ERIS debt matures in various periods from 2027 through 2033.

Capped Call Transactions

In connection with the issuance of the Convertible Senior Notes, the Company entered into privately negotiated Capped Call Transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company's common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of Convertible Senior Notes, as the case may be. The Capped Call Transactions have an initial strike price of approximately $145.79 per share, which corresponds to the initial conversion price of the Convertible Senior Notes, and an initial cap price of $194.38 per share, subject to customary adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions cover, subject to customary adjustments, the number of shares of the Company's common stock initially underlying the Convertible Senior Notes. The Capped Call Transactions are generally expected to reduce potential dilution to the Company's common stock upon conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required

-20- to make in excess of the principal amount of converted Convertible Senior Notes, subject to the cap. The Capped Call Transactions are separate transactions entered into by the Company and are not part of the terms of the Convertible Senior Notes. Holders of the Convertible Senior Notes do not have any rights with respect to the Capped Call Transactions.

The Company paid premiums of approximately $21.9 million for the Capped Call Transactions, which were recorded within stockholders' equity as a reduction to additional paid-in capital, net of the related deferred tax benefit. The Capped Call Transactions are generally expected to reduce dilution resulting from conversion of the Convertible Senior Notes to the extent that the market price of the Company's common stock exceeds the initial conversion price of the Convertible Senior Notes, subject to the cap price. Because the Capped Call Transactions are classified in stockholders' equity, they are not subsequently remeasured at fair value.

NOTE 10 – Commitments and Contingencies

Purchase Commitments. We have entered into non-cancelable purchase contracts for capital expenditures, primarily for manufacturing equipment, for approximately$98.8 million at September 30, 2026. As of September 30, 2026, we also had a commitment to purchase approximately$41.9 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 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, commodity price management, 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. The Company does not enter into derivative contracts for speculative purposes.

Commodity Price Risk Management. The Company purchases gold that is used in the manufacturing of connectors, electronic components, and other products. Gold prices are subject to significant market volatility, which can affect the Company's production costs and operating margins.

To manage a portion of its exposure to fluctuations in gold prices, the Company enters into commodity swap contracts. Our gold derivative contracts are designated and accounted for as cash flow hedges of forecasted gold purchases under ASC 815. As of September 30, 2026 and December 31, 2025, we had$6.8 million andzero, respectively, of outstanding commodity swaps. At September 30, 2026, the Company had outstanding commodity swap contracts covering approximately 1,398 troy ounces of forecasted gold purchases through March 31, 2027. As of September 30, 2026. the pre-tax amount deferred in accumulated other comprehensive income that is expected to be reclassified into cost of goods sold within the next twelve months is $1.4 million.

Hedges of Foreign Currency Risk. We are exposed to fluctuations in various foreign currencies relative to our functional currencies. We use foreign currency forward contracts to manage this exposure. As of September 30, 2026 and December 31, 2025, we had$415.3 million and$345.2 million, respectively, of outstanding foreign currency forward contracts 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. Included in the derivative asset and liability balances as of September 30, 2026 and December 31, 2025 were approximately$1.9 million and $1.3 million, respectively, related to foreign currency forward contracts that had settled as of the balance sheet date but for which cash settlement with the counterparties had not yet occurred. These amounts represent settlement receivables or payables and do not relate to outstanding derivative positions.

-21-

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 contracts 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 of the Company’s derivative financial instruments, which are Level 2 instruments in the fair-value hierarchy, as well as their classification on our condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:

The table below sets forth the effect of the Company’s derivative fina ncial instruments on the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025:

During the three months ended September 30, 2026 and 2025, the Company recognized gains of approximately$1.8 million and$6.2 million, respectively, related to collared forward contracts in interest income. During the three months ended September 30, 2026, the Company recognized losses of approximately$0.2 million related to commodity swap contracts in cost of goods sold, increasing cost of goods sold expense by the same amount. No amounts related to commodity swap contracts were recognized in earnings during the three months ended September 30, 2025.

During the nine months ended September 30, 2026 and 2025, the Company recognized gains of approximately$8.4 million and$15.5 million, respectively, related to collared forward contracts in interest income. During the nine months ended September 30, 2026, the Company recognized losses of approximately$0.2 million related to commodity swap contracts in cost of goods sold, increasing cost of goods sold expense by the same amount. No amounts related to commodity swap contracts were recognized in earnings during the nine months ended September 30, 2025.

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 September 30, 2026 and December 31, 2025, these investments totaled approximately$21.6 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”).

-22-

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. In the nine months ended September 30, 2026, we purchased approximately $1.4 million of wafers from Nuvoton under an agreement that ended 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:

The table below sets forth accounts receivable from, and accounts payable to, our related parties:

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 September 30, 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

-23- the nine months ended September 30, 2026, the Company recorded$16.4 million of non-cash mark-to-market adjustments related to the value of a previously made equity investments. During the nine months ended September 30, 2026 and 2025, the Company recorded $1.2 million and $5.8 million, respectively, of non-cash impairment charges related to the decreases in value of a previously made equity investments.

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 September 30, 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

• 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:

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$19.3 million as of September 30, 2026. The Company recorded and will continue to record equity method earnings of the joint venture on a 3-month lag.

Note 15 - Acquisitions and dispositions

ElevATE Semiconductor Acquisition

On August 27, 2026, (the “Acquisition Date”) the Company closed its acquisition of 100%of the outstanding equity interests of ElevATE, a developer of highly integrated, low-power analog and mixed-signal semiconductor solutions for semiconductor test

-24- applications. The acquisition expands Diodes' analog and mixed-signal product portfolio and strengthens the Company's position in attractive, high-growth end markets driven by increasing semiconductor complexity and test intensity.

The total aggregate purchase price was $267.1 million and total net consideration was $238.7 million after adjusting for cash acquired. The purchase price was funded with our available cash. The acquisition agreement provides for additional contingent payments of up to $50.0 million upon the achievement of specified revenue and gross margin targets. The acquisition-date fair value of the contingent consideration was approximately $4.9 million, determined using a Monte Carlo simulation based on the probability and timing of achieving the applicable revenue thresholds. The contingent consideration was recorded in other long-term liabilities and is remeasured at fair value at each subsequent reporting date, as a level 3 fair value measurement, with changes in fair value recognized in earnings. As of September 30, 2026, the fair value of the contingent consideration liability was $4.9 million.

The table below sets forth the estimated fair value of the purchase consideration:

The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with the excess of consideration transferred over the fair value of identifiable net assets acquired recognized as goodwill. The following table summarizes the preliminary purchase price allocation:

The excess of the total equity value of ElevATE over net assets acquired was recorded as goodwill. The goodwill is primarily attributable to the synergies expected to arise from the integration of ElevATE's technologies and product portfolio with the Company's existing operations, as well as the value of the assembled workforce. None of the goodwill is expected to be deductible for tax purposes.

The intangible assets acquired as a result of the acquisition consisted of developed technologies, in-process research & development (“IPR&D”), customer contracts and related relationships, and trademarks, the finite-lived assets will be amortized over the estimated useful life. The approximate fair values of the developed technologies, IPR&D, customer contracts and related relationships and trademarks is $64.0 million, $15.0 million, $115.0 million and $5.0 million, respectively. The fair value of developed technologies, IPR&D, and trademarks were valued using a Relief-from-royalty (“RfR”) Method. The RfR method estimates the fair value of an intangible asset by calculating the present value of the hypothetical royalty payments that would have been required if the Company did not own the asset and instead licensed it from a third party. The fair value of customer contracts and related relationships were valued using a Multi-Period Excess Earnings method. The Multi-Period Excess Earning method model estimates revenues and cash flows derived from the asset and then deductions portions of the cash flow that can be attributed to supporting assets.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 11 to 23 years. Estimated future amortization expense is approximately $3.5 million in 2026 and $13.9 million in each of 2027, 2028, 2029, 2030, and 2031. Acquired IPR&D assets are classified as indefinite-lived intangible assets and are not amortized until the underlying projects are completed, at

-25- which time the assets are evaluated for their estimated useful lives and amortization begins. If an IPR&D project is abandoned, the related asset is evaluated for impairment. The Company incurred approximately $2.0 million of acquisition related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in the accompanying unaudited condensed consolidated statements of operations within Selling, general, and administrative expenses. These costs were expensed as incurred.

The purchase price allocation is preliminary and subject to adjustment during the measurement period, which will not exceed one year from the acquisition date. The Company is continuing to evaluate the acquisition-date fair values of certain assets acquired and liabilities assumed, including intangible assets, inventory, and the related income tax effects. The preliminary amounts may be adjusted as additional information regarding facts and circumstances existing as of the Acquisition Date becomes available. Any qualifying measurement-period adjustments will be recognized in the reporting period in which the adjustments are determined, with the corresponding effect generally recorded to goodwill.

Unaudited Pro Forma Financial Information

The amounts of revenue and earnings of ElevATE included in the Company's consolidated statement of operations from the acquisition date to the period ending September 30, 2026 are as follows (in thousands):

The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition and consolidation of ElevATE had occurred on January 1, 2025:

The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future.

The unaudited pro forma consolidated results for the three months and nine months ended September 30, 2026, include adjustments that result in an increase to amortization expense of $3.5 million and $10.4 million, respectively, an additional $0.6 million and $1.7 million in interest expense, respectively, and a reduction of $0.3 million and $0.4 million of share based compensation expense, respectively. The income tax impact of these adjustments was $0.8 million and $2.5 million for the three and nine months ended September 30, 2026, respectively.

The unaudited pro forma consolidated results for the three months and nine months ended September 30, 2025, include adjustments that result in an increase to amortization expense of $3.5 million and $10.4 million, respectively, an additional $0.6 million and $1.7 million in interest expense, respectively, a reduction of $0.1 million and $0.4 million of share based compensation expense, respectively, and an additional $2.4 million and $9.2 million of cost of goods sold, respectively. The income tax impact of these adjustments was $1.3 million and $4.4 million for the three and nine months ended September 30, 2025, respectively.

These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of ElevATE and other available information and assumptions believed to be reasonable under the circumstances.

TF Semiconductor Solutions, Inc. Agreement and Plan of Merger

During the three months ended September 30, 2026, the Company received 29,249 shares of Microchip Technology Incorporated (“MCHP”) common stock as additional consideration related to the 2025 sale of its investment in TF Semiconductor Solutions, Inc (“TFSS”). The shares were recorded at fair value upon receipt. The Company sold 13,025 shares, receiving approximately $1.0 million, during thethree months ended September 30, 2026 and retained the remaining shares as of September 30, 2026. The Company recorded deferred consideration of approximately $1.3 million in connection with the disposition, representing the estimated fair value of MCHP shares expected to be received from the indemnity fund. Upon execution of a settlement agreement with MCHP with respect to purchase price and indemnification matters, the final amount of consideration became fixed. As a result, the Company recognized an increase in the value of the previously recorded share consideration from approximately $1.3 million to $2.4 million and the $2.8 million earnout

-26- cash consideration that had not previously met the recognition criteria due to uncertainty surrounding the contingency. The aggregate gain recognized during the three months ended September 30, 2026 was approximately $3.8 million.

-27-