Diodes Inc 8-K, filed Nov 5, 2026
Diodes Inc (DIOD)
About this 8-K
Diodes Inc filed this 8-K on November 5, 2026.
Diodes Incorporated reported record third-quarter revenue of $532.6 million, up 35.8% from third quarter 2025, and non-GAAP EPS of $1.18. Fourth-quarter revenue guidance is approximately $550 million, plus or minus 3%. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Diodes Incorporated (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Report.
In the press release, the Company utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing the Company’s operating results in a manner that enables investors to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Management uses these non-GAAP measures for the same purpose. The Company believes that investors should have access to the same set of tools that management uses in analyzing results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results and may differ from similar measures used by other companies. See Exhibit 99.1 for a description and reconciliation with GAAP of the non-GAAP measures used.
The information furnished in this Item 2.02, including the exhibit referenced in this Item 2.02, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Item 7.01 Regulation FD Disclosure.
From time to time, the Company may give corporate presentations to its customers, suppliers, investors and other interested parties. Copies of the Company’s corporate presentation slides, updated on November 5, 2026, are attached herewith as Exhibit 99.2 and Exhibit 99.3. Exhibit 99.2 provides an update focused on the Company’s third quarter 2026 financial results and Exhibit 99.3 is used in the Company’s investor relations presentations.
The information furnished in this Item 7.01, including the exhibits referenced in this Item 7.01, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including in the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3) contain forward-looking statements that involve future risks and uncertainties as contemplated by the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K (including the documents attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3) should be regarded as forward-looking statements and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 contain a more detailed listing of the risks and uncertainties associated with those forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
99.1 |
|
99.2 |
|
99.3 |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
DIODES INCORPORATED |
|
|
|
|
Date: |
November 5, 2026 |
By: |
/s/Brett R. Whitmire |
|
|
|
Brett R. Whitmire |
Exhibit 99.1
Diodes Incorporated Reports Third Quarter 2026 Financial Results
Achieves Record Quarterly Revenue with 36% YoY Growth; Non-GAAP EPS Increases over 200%
Plano, Texas – November 5, 2026 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today reported its financial results for the third quarter ended September 30, 2026.
Third Quarter Highlights
Commenting on the results, Gary Yu, President and CEO of Diodes, stated, “Our third quarter revenue reached record levels coupled with an over 500-basis point year-over-year increase in gross margin to 36.1%, driving significant expansion in non-GAAP earnings. Global POS was also a record in the quarter, increasing more than 30% year-over-year. Our sequential revenue growth of more than 19% was primarily driven by record automotive revenue from continued market share gains, stronger demand across broad industrial applications, and sustained momentum in AI ecosystem applications that contributed to record revenue in the
computing market. Underpinning this growth is the benefit of the targeted investments we made in capacity expansion over the past year coming online. The resulting increase in loading at our manufacturing facilities also benefited gross margin along with product mix and pricing improvements.
“Based on our current projections for continued growth in the fourth quarter, we expect full year revenue to increase approximately 30% over 2025 at the mid-point. In addition to being well above our historical CAGR of 10%, we continue to see strong demand momentum resulting from our new product initiatives, market share gains as well as increasing content at customers. This anticipated sequential growth is once again coupled with further non-GAAP gross margin expansion of 80 basis points sequentially to 37.0% at the mid-point and increasing earnings leverage as well as strong cash flow generation.”
Third Quarter 2026
Revenue for third quarter 2026 was $532.6 million, an increase of 35.8% from the $392.2 million in the third quarter 2025 and 19.5% over the $445.5 million in the second quarter 2026.
GAAP gross profit for the third quarter 2026 was $192.5 million, or 36.1% of revenue, compared to $120.5 million, or 30.7% of revenue in the third quarter 2025 and $147.6 million, or 33.1% of revenue, in the prior quarter. Non-GAAP gross profit was $192.9 million and non-GAAP gross profit margin was 36.2%, which excluded $0.4 million of inventory accounting associated with the acquisition of ElevATE Semiconductor.
GAAP operating expenses for third quarter 2026 were $129.1 million, or 24.2% of revenue, and on a non-GAAP basis were $122.1 million, or 22.9% of revenue, which excludes $5.2 million acquisition-related intangible asset cost and $1.8 million of acquisition-related costs. GAAP operating expenses in the third quarter 2025 were $108.9 million, or 27.8% of revenue and $114.3 million, or 25.6% of revenue in the second quarter 2026.
Third quarter 2026 GAAP net income was $43.7 million, or $0.95 per diluted share, compared to GAAP net income in the third quarter 2025 of $14.3 million, or $0.31 per diluted share, and GAAP net income in the prior quarter of $46.6 million, or $1.00 per diluted share.
Third quarter 2026 non-GAAP adjusted net income was $54.5 million, or $1.18 per diluted share, which excluded, net of tax, a $7.9 million unrealized loss on investments, $4.2 million of acquisition-related intangible asset amortization cost, $3.0 million gain on disposal of a subsidiary, $1.4 million of acquisition-related costs and $0.3 million of acquisition-related inventory amortization cost. This compares to non-GAAP adjusted net income of $17.2 million, or $0.37 per diluted share, in the third quarter 2025 and $32.5 million, or $0.70 per diluted share, in the prior quarter.
The following is an unaudited summary reconciliation of GAAP net income to non-GAAP adjusted net income and per share data, net of tax (in thousands, except per share data):
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
September 30, 2026 |
|
|
Per-GAAP net income |
|
|
|
$ |
43,712 |
|
|
|
|
|
|
|
|
Diluted earnings per share (per-GAAP) |
|
|
|
$ |
0.95 |
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets |
|
|
|
|
4,197 |
|
|
|
|
|
|
|
|
Amortization of acquisition-related inventories |
|
|
|
|
340 |
|
|
|
|
|
|
|
|
Unrealized loss on investments |
|
|
|
|
7,881 |
|
|
|
|
|
|
|
|
Acquisition related costs |
|
|
|
|
1,406 |
|
|
|
|
|
|
|
|
(Gain) on disposal of subsidiary |
|
|
|
|
(3,034 |
) |
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
|
|
$ |
54,502 |
|
|
|
|
|
|
|
|
Non-GAAP diluted earnings per share |
|
|
|
$ |
1.18 |
|
Note: Throughout this release, we refer to “net income/loss attributable to common stockholders” as “net income/loss.”
(See the reconciliation tables of GAAP net income to non-GAAP adjusted net income near the end of this release for further details.)
Included in third quarter 2026 GAAP and non-GAAP adjusted net income was approximately $7.4 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS would have increased by $0.16 per share for the third quarter 2026, compared to $0.12 for the third quarter 2025 and $0.19 per share in the prior quarter.
EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in the third quarter 2026 was $89.7 million, or 16.8% of revenue, compared to $46.6 million, or 11.9% of revenue, in the third quarter 2025 and $83.5 million, or 18.7% of revenue, in the prior quarter. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.
For the third quarter 2026, net cash provided by operating activities was $97.2 million. Net cash flow was positive $134.1 million, which includes approximately $35 million for the stock buyback program. Free cash flow (a non-GAAP measure) was $43.9 million, which includes $53.2 million of capital expenditures.
Balance Sheet
As of September 30, 2026, the Company had approximately $578 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $405 million (including $364.9 million from 0.00% Convertible Senior Notes, net of issuance costs) and working capital was approximately $1.1 billion.
The results announced today are preliminary and unaudited, as they are subject to the Company finalizing its closing procedures and completion of the quarterly review by its independent registered public accounting firm. As such, these results are subject to revision until the Company files its Form 10-Q for the quarter ending September 30, 2026.
Business Outlook
Gary Yu further commented, “For the fourth quarter of 2026, we expect to extend our strong growth momentum with revenue expected to increase to approximately $550 million, plus or
minus 3%, representing a 40.4% increase year-over-year and a 3.2% increase sequentially at the mid-point. Non-GAAP gross margin is expected to expand to 37.0%, plus or minus 1%. Non-GAAP adjusted EPS is expected to be $1.35, plus or minus $0.10.”
A reconciliation of our forward-looking non-GAAP EPS to the most directly comparable GAAP measures is not provided because such items cannot be reasonably calculated without unreasonable efforts due to the unpredictability of the amounts and timing of events affecting the items we exclude, including acquisition-related intangible asset costs, inventory step-up, board member/officer retirements, acquisition-related costs, restructuring costs, gain/loss on investment, non-cash mark-to-market investment adjustments, impairment of equity investment, and other charges.
Conference Call
Diodes will host a conference call on Thursday November 5, 2026 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its third quarter financial results. Investors and analysts may join the conference call by dialing 1-833-634-2590 (international callers should dial +1-412-317-6038). A telephone replay of the call will be made available approximately two hours after the call and will remain available until November 12, 2026 at midnight Central Time. The replay number is 1-855-669-9658 with an access code of 7633103 followed by the # key. International callers should dial +1-412-317-0088 and enter the same access code at the prompt followed by the # key.
Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investor Relations section of the Company’s website. To listen to the live call, please go to the investors’ section of Diodes’ website and click on the conference call link at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Diodes' website for approximately 90 days.
About Diodes Incorporated
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 to 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. For more information, visit www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the fourth quarter of 2026, we expect revenue to be approximately $550 million plus or minus 3%; we expect non-GAAP gross margin to be 37.0%, plus or minus 1%; and non-GAAP adjusted EPS to be $1.35, plus or minus $0.10. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that
our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.
The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries. © 2026 Diodes Incorporated. All Rights Reserved.
Company Contact: |
|
Investor Relations Contact: |
Diodes Incorporated |
|
Shelton Group |
Gurmeet Dhaliwal |
|
Leanne Sievers |
Vice President, Corporate Marketing & IR |
|
President, Investor Relations |
P: 408-232-9003 |
|
P: 949-224-3874 |
E: Gurmeet_Dhaliwal@diodes.com |
|
E: lsievers@sheltongroup.com |
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
September 30, |
|
|
September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
$ |
532,587 |
|
|
$ |
392,170 |
|
|
$ |
1,383,583 |
|
|
$ |
1,090,495 |
|
Cost of goods sold |
|
340,122 |
|
|
|
271,682 |
|
|
|
914,760 |
|
|
|
749,989 |
|
Gross profit |
|
192,465 |
|
|
|
120,488 |
|
|
|
468,823 |
|
|
|
340,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
80,220 |
|
|
|
60,498 |
|
|
|
214,307 |
|
|
|
178,667 |
|
Research and development |
|
43,856 |
|
|
|
41,861 |
|
|
|
125,122 |
|
|
|
121,025 |
|
Amortization of acquisition related intangible assets |
|
5,162 |
|
|
|
5,850 |
|
|
|
13,017 |
|
|
|
17,513 |
|
(Gain) loss on disposal of fixed assets |
|
(185 |
) |
|
|
699 |
|
|
|
(105 |
) |
|
|
700 |
|
Other operating (income) expense |
|
(1 |
) |
|
|
8 |
|
|
|
14 |
|
|
|
344 |
|
Total operating expense |
|
129,052 |
|
|
|
108,916 |
|
|
|
352,355 |
|
|
|
318,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations |
|
63,413 |
|
|
|
11,572 |
|
|
|
116,468 |
|
|
|
22,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
4,798 |
|
|
|
8,487 |
|
|
|
15,791 |
|
|
|
21,324 |
|
Interest expense |
|
(813 |
) |
|
|
(503 |
) |
|
|
(1,829 |
) |
|
|
(1,476 |
) |
Foreign currency (loss), net |
|
(2,977 |
) |
|
|
(3,328 |
) |
|
|
(7,371 |
) |
|
|
(9,943 |
) |
Unrealized (loss) gain on investments |
|
(6,041 |
) |
|
|
2,391 |
|
|
|
16,427 |
|
|
|
28,004 |
|
Impairment of equity investments |
|
- |
|
|
|
- |
|
|
|
(1,249 |
) |
|
|
(5,817 |
) |
Gain on disposal of subsidiary |
|
3,841 |
|
|
|
- |
|
|
|
3,841 |
|
|
|
13,730 |
|
Other income |
|
765 |
|
|
|
845 |
|
|
|
1,326 |
|
|
|
1,825 |
|
Total other (expense) income |
|
(427 |
) |
|
|
7,892 |
|
|
|
26,936 |
|
|
|
47,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income taxes, equity in net earnings of equity investments, and noncontrolling interest |
|
62,986 |
|
|
|
19,464 |
|
|
|
143,404 |
|
|
|
69,904 |
|
Income tax provision |
|
14,091 |
|
|
|
3,555 |
|
|
|
24,938 |
|
|
|
12,638 |
|
Equity in net earnings of equity investments |
|
(2,369 |
) |
|
|
(432 |
) |
|
|
(7,072 |
) |
|
|
(416 |
) |
Net income |
|
46,526 |
|
|
|
15,477 |
|
|
|
111,394 |
|
|
|
56,850 |
|
Less net income attributable to noncontrolling interest |
|
(2,814 |
) |
|
|
(1,199 |
) |
|
|
(6,072 |
) |
|
|
(911 |
) |
Net income attributable to common stockholders |
$ |
43,712 |
|
|
$ |
14,278 |
|
|
$ |
105,322 |
|
|
$ |
55,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
0.95 |
|
|
$ |
0.31 |
|
|
$ |
2.29 |
|
|
$ |
1.21 |
|
Diluted |
$ |
0.95 |
|
|
$ |
0.31 |
|
|
|
2.27 |
|
|
$ |
1.20 |
|
Number of shares used in earnings per share computation: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
45,878 |
|
|
|
46,383 |
|
|
|
45,906 |
|
|
|
46,384 |
|
Diluted |
|
46,247 |
|
|
|
46,437 |
|
|
|
46,333 |
|
|
|
46,454 |
|
Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”
DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the three months ended September 30, 2026:
|
|
|
COGS |
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
|||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,712 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.95 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
5,162 |
|
|
|
|
|
|
(965 |
) |
|
|
4,197 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortization of acquisition-related inventories |
|
|
|
431 |
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
340 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unrealized loss on investments |
|
|
|
|
|
|
|
|
|
8,516 |
|
|
|
(635 |
) |
|
|
7,881 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition related costs |
|
|
|
|
|
|
1,779 |
|
|
|
|
|
|
(373 |
) |
|
|
1,406 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Gain) on disposal of subsidiary |
|
|
|
|
|
|
|
|
|
(3,841 |
) |
|
|
807 |
|
|
|
(3,034 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
54,502 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,247 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.18 |
|
||||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $7.4 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.16 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the three months ended September 30, 2025:
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,278 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.31 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
5,850 |
|
|
|
|
|
|
(1,037 |
) |
|
|
4,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (gain) on investments |
|
|
|
|
|
|
|
(2,391 |
) |
|
|
478 |
|
|
|
(1,913 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,178 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,437 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.37 |
|
|||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.4 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.12 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the nine months ended September 30, 2026:
|
|
|
|
COGS |
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
|||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105,322 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2.27 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
|
13,017 |
|
|
|
|
|
|
(2,376 |
) |
|
|
10,641 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortization of acquisition-related inventories |
|
|
|
|
431 |
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
340 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Board member/Officer retirement |
|
|
|
|
|
|
|
2,610 |
|
|
|
|
|
|
(594 |
) |
|
|
2,016 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unrealized (gain) on investments |
|
|
|
|
|
|
|
|
|
|
(8,000 |
) |
|
|
(2,132 |
) |
|
|
(10,132 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition related costs |
|
|
|
|
|
|
|
2,044 |
|
|
|
|
|
|
(429 |
) |
|
|
1,615 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Gain) on disposal of subsidiary |
|
|
|
|
|
|
|
|
|
|
(3,841 |
) |
|
|
807 |
|
|
|
(3,034 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
106,768 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,333 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2.30 |
|
||||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $22.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.48 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the nine months ended September 30, 2025:
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
||||
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
55,939 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.20 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile GAAP net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
17,513 |
|
|
|
|
|
|
(3,102 |
) |
|
|
14,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related costs |
|
|
|
|
248 |
|
|
|
|
|
|
(52 |
) |
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring charges |
|
|
|
|
334 |
|
|
|
|
|
|
(54 |
) |
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (gain) on investments |
|
|
|
|
|
|
|
(22,187 |
) |
|
|
4,966 |
|
|
|
(17,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain) on disposal of subsidiary |
|
|
|
|
|
|
|
(13,681 |
) |
|
|
988 |
|
|
|
(12,693 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Board member/Officer retirement |
|
|
|
|
117 |
|
|
|
|
|
|
(25 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,004 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,454 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.88 |
|
|||
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $15.0 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.32 per share.
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
The Company’s financial statements present net income and earnings per share that are calculated using accounting principles generally accepted in the United States (“GAAP”). The Company’s management makes adjustments to the GAAP measures that it believes are necessary to allow investors and other readers of the Company’s financial releases to view the Company’s operating results as viewed by the Company’s management, board of directors and research analysts in the semiconductor industry. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The explanation of the adjustments made in the table above, are set forth below:
Detail of non-GAAP adjustments
Amortization of acquisition-related intangible assets – The Company excluded this item, including amortization of developed technologies and customer relationships. The fair value of the acquisition-related intangible assets is amortized using straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful life of the applicable assets. The Company believes that exclusion of this item is appropriate because a significant portion of the purchase price for its acquisitions was allocated to the intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. In addition, the Company excluded this item because there is significant variability and unpredictability among companies with respect to this expense.
Amortization of acquisition-related inventories – The Company excluded the inventory valuation adjustment related to purchase accounting associated with the acquisition. This adjustment represents the incremental cost of inventory resulting from the fair value step-up required under acquisition accounting and is excluded from non-GAAP results. The Company believes that exclusion of this item is appropriate because it is directly attributable to the acquisition and is not considered part of ongoing operations.
Board member/Officer retirement – The Company excluded costs related to (1) the retirement of a board member, these costs represent cash payments and the accelerated vesting of previously issued stock awards, (2) the retirement of an officer, these costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company believes it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.
Unrealized (gain) loss on investments – The Company excluded unrealized gains and losses on various investments, as well as impairment and mark-to-market adjustments on equity investments. The Company believes these amounts are not reflective on the ongoing operations of the Company and exclusion of these items, provides investors an enhanced view of the Company’s operating results.
Acquisition related costs – The Company excluded expenses associated with previous acquisitions of that typically consist of advisory, legal and other professional and consulting fees. These costs were expensed as they were incurred and as services were received, and in which the corresponding tax adjustments were made for the non-deductible portions of these expenses. The Company believes the exclusion of the acquisition-related costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.
(Gain) on disposal of subsidiary – The Company excluded the gain on the disposal of a subsidiary. The Company believes this is not reflective of the ongoing operations and exclusion of this item provides investors an enhanced view of the Company’s operating results.
Restructuring charges – The Company recorded restructuring charges related to various locations. These restructuring charges are excluded from management’s assessment of the Company’s operating performance. The Company believes the exclusion of the restructuring charges provides investors an enhanced view of the cost structure of the Company’s operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.
CASH FLOW ITEMS
Free cash flow (FCF) (Non-GAAP)
FCF for the third quarter of 2026 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the third quarter of 2026, FCF was $43.9 million, which represents the cash and cash equivalents that we are able to generate after taking into account cash outlays required to maintain or expand property, plant and equipment. FCF is important because it allows us to pursue opportunities to develop new products, make acquisitions and reduce debt.
CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA
EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial institutions in extending credit, in evaluating companies in our industry and provides further clarity on our profitability. In addition, management uses EBITDA, along with other GAAP and non-GAAP measures, in evaluating our operating performance compared to that of other companies in our industry. The calculation of EBITDA generally eliminates the effects of financing, operating in different income tax jurisdictions, and accounting effects of capital spending, including the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization expense. EBITDA is not a recognized measurement under GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures used by other companies. For example, our EBITDA takes into account all net interest expense, income tax provision, depreciation and amortization without taking into account any amounts attributable to noncontrolling interest. Furthermore, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments.
The following table provides a reconciliation of net income to EBITDA (in thousands, unaudited):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (per-GAAP) |
|
$ |
43,712 |
|
|
$ |
14,278 |
|
|
$ |
105,322 |
|
|
$ |
55,939 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
(3,985 |
) |
|
|
(7,984 |
) |
|
|
(13,962 |
) |
|
|
(19,848 |
) |
Income tax provision |
|
|
14,091 |
|
|
|
3,555 |
|
|
|
24,938 |
|
|
|
12,638 |
|
Depreciation and amortization |
|
|
35,920 |
|
|
|
36,711 |
|
|
|
106,365 |
|
|
|
108,524 |
|
EBITDA (non-GAAP) |
|
$ |
89,738 |
|
|
$ |
46,560 |
|
|
$ |
222,663 |
|
|
$ |
157,253 |
|
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
563,382 |
|
|
$ |
367,212 |
|
Restricted cash |
|
|
2,768 |
|
|
|
5,134 |
|
Short-term investments |
|
|
11,468 |
|
|
|
9,817 |
|
Accounts receivable, net of allowances of $4,539 and $4,095, respectively |
|
|
348,406 |
|
|
|
307,055 |
|
Inventories |
|
|
535,035 |
|
|
|
471,546 |
|
Prepaid expenses and other |
|
|
101,662 |
|
|
|
96,198 |
|
Total current assets |
|
|
1,562,721 |
|
|
|
1,256,962 |
|
Property, plant, and equipment, net |
|
|
688,017 |
|
|
|
649,605 |
|
Deferred tax assets |
|
|
66,464 |
|
|
|
59,297 |
|
Goodwill |
|
|
263,063 |
|
|
|
183,437 |
|
Intangible assets, net |
|
|
231,380 |
|
|
|
45,455 |
|
Equity investments |
|
|
163,915 |
|
|
|
156,272 |
|
Operating lease assets |
|
|
64,957 |
|
|
|
38,740 |
|
Other long-term assets |
|
|
50,375 |
|
|
|
58,332 |
|
Total assets |
|
$ |
3,090,892 |
|
|
$ |
2,448,100 |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Line of credit |
|
$ |
21,029 |
|
|
$ |
30,264 |
|
Accounts payable |
|
|
203,849 |
|
|
|
149,376 |
|
Operating lease liabilities, current |
|
|
14,037 |
|
|
|
10,666 |
|
Accrued liabilities and other |
|
|
229,914 |
|
|
|
170,256 |
|
Income tax payable |
|
|
37,897 |
|
|
|
16,336 |
|
Current portion of long-term debt |
|
|
1,571 |
|
|
|
1,442 |
|
Total current liabilities |
|
|
508,297 |
|
|
|
378,340 |
|
Long-term debt, net of current portion |
|
|
381,909 |
|
|
|
24,224 |
|
Deferred tax liabilities |
|
|
50,318 |
|
|
|
6,145 |
|
Unrecognized tax benefits |
|
|
21,917 |
|
|
|
23,454 |
|
Operating lease liabilities |
|
|
52,180 |
|
|
|
28,890 |
|
Other long-term liabilities |
|
|
54,151 |
|
|
|
48,638 |
|
Total liabilities |
|
|
1,068,772 |
|
|
|
509,691 |
|
|
|
|
|
|
|
|
||
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; 56,161 and 55,883 issued; 45,693 and 45,875 outstanding, respectively |
|
|
37,444 |
|
|
|
37,259 |
|
Additional paid-in capital |
|
|
555,536 |
|
|
|
538,087 |
|
Retained earnings |
|
|
1,890,761 |
|
|
|
1,785,439 |
|
Treasury stock, at cost, 10,468 and 10,008 shares, respectively |
|
|
(417,143 |
) |
|
|
(371,914 |
) |
Accumulated other comprehensive loss |
|
|
(117,300 |
) |
|
|
(110,747 |
) |
Stockholders' equity |
|
|
1,949,298 |
|
|
|
1,878,124 |
|
Noncontrolling interest |
|
|
72,822 |
|
|
|
60,285 |
|
Total equity |
|
|
2,022,120 |
|
|
|
1,938,409 |
|
Total liabilities and stockholders' equity |
|
$ |
3,090,892 |
|
|
$ |
2,448,100 |
|
Diodes Incorporated (DIOD) THIRD QUARTER 2026 FINANCIAL RESULTS November 5, 2026 Exhibit 99.2
Safe Harbor Statement Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the fourth quarter of 2026, we expect revenue to be approximately $550 million plus or minus 3%; we expect non-GAAP gross margin to be 37.0%, plus or minus 1%; and non-GAAP adjusted EPS to be $1.35, plus or minus $0.10. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on November 5, 2026, titled, “Diodes Incorporated Reports Third Quarter 2026 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.
About Diodes Incorporated Diodes delivers analog and power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. Vision: Inspire future technology through leading semiconductor solutions Our Core Values: Integrity, Commitment, Innovation 67 Years in business 34 Consecutive years of profitability ~8000 Number of employees 1.48Bn Annual Revenue >45Bn >28K Number of products (SKU) shipped >50K Number of customers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2025
$Billion Financial Targets Goal 1: $1B Market Cap - 2010 Goal 2: $1B Revenue- 2017 Goal 3: $1B Gross Profit $2.5B Revenue (40% GM) Goal 4: $1B Profit Before Tax 3-Year Targets (2028): $2B Revenue Gross Profit: $700M Gross Margin: 35%+ Non-GAAP EPS: $4.00+ As of February 2026 2026 Projected Progress $1.934B 97% $673M 96% 34.8% ~20 bps remaining $3.66 $0.34 remaining
Profitability Growth Track Record of Continued Performance Non-GAAP Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2025) CAGR: 10% (2005 - 2025) Annual Revenue * Revenue/Percent Growth/Gross Margin for 2026 are based on Q1-Q3 results and Q4 guidance provided on November 5, 2026 ~46*%
Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial ATE, Embedded systems, industrial automation, robotics, medical, energy management, smart buildings Computing AI data center including AI server, storage, and edge AI Consumer IoT: wearables, home automation, home appliances, and charging solutions Communications Smart phones, telecom, enterprise networking, smart infrastructure including space-based connectivity 54% of revenue 46% of revenue (Q3 2026) (Q3 2026) Targeted Market Segments
3Q FY26 Performance *Cash and cash equivalents, restricted cash, and short-term investments ** Debt includes $365M Convertible Bond @ 0% Coupon $532.6M +19.5% Q-Q Revenue $192.9M 36.2% +300 bps Q-Q Non-GAAP Gross Margin $1.18 +68.6% Q-Q Non-GAAP EPS $54.5M + 67.7% Q-Q Non-GAAP Net Income $89.7M EBITDA 16.8% of Revenue Cash Flow from Ops 18.2% of Revenue Strong Balance Sheet $578M/$405M Cash*/Debt** $97.2M + 30.4% Q-Q Non-GAAP Gross Profit
3Q FY26 Highlights Record quarterly revenue: 3Q revenue increased 35.8% year-over-year and 19.5% sequentially 4Q 2026 revenue to increase 40.4% year-over-year and 3.2% sequentially (at mid-point of guidance) Non-GAAP EPS is $1.18, up 219% year-over-year Successfully completed acquisition of ElevATE Semiconductor, expected to contribute approximately $50 million in revenue in the first 12 months + Record revenue from automotive and computing segments Record revenue from the Pericom (connectivity and timing) product line
Quarterly Performance Non-GAAP Gross Profit ($ Millions) Revenue ($ Millions) Record quarterly revenue, 3Q revenue increased 35.8% YoY Seventh consecutive quarter of double-digit YoY growth Automotive revenue reached a record 22% of revenue, up 60% YoY Industrial revenue grew 50% YoY and 26% sequentially Computing revenue grew 33% YoY, driven by AI data center demand Highest quarterly GP$ since 2023 , margin increased 540bps YoY Non-GAAP EPS increased 219% YoY Future margin expansion will be driven by increasing contribution from higher-margin automotive, industrial, and data center end markets, new products as well as improved loading across manufacturing facilities
Revenue Profile for Third Quarter 2026
Income Statement – Third Quarter 2026 ($ in millions, except EPS) 3Q25 2Q26 3Q26 Net sales 392.2 445.5 532.6 Gross profit (Non-GAAP) 120.5 147.6 192.9 Gross profit margin % (Non-GAAP) 30.7% 33.1% 36.2% Net income (GAAP) 14.3 46.6 43.7 Net income (Non-GAAP) 17.2 32.5 54.5 Diluted EPS (Non-GAAP) 0.37 0.70 1.18 Cash flow from operations 79.1 68.5 97.2 EBITDA (Non-GAAP) 46.6 83.5 89.7
Balance Sheet ($ in millions) Dec 31, 2024 Dec 31, 2025 Sept 30, 2026 Cash* 322 382 578 Inventory 475 472 535 Current assets 1,224 1,257 1,563 Total assets 2,386 2,448 3,091 Total debt** 52 56 405 Total liabilities 517 510 1,069 Total equity 1,869 1,938 2,022 * Cash and cash equivalents, restricted cash, and short-term investments ** Debt includes $365M Convertible Bond @ 0% Coupon
Business Outlook - Fourth Quarter 2026 Revenue to be ~$550 million, +/- 3.0% Representing 40.4% growth over the prior year period and a 3.2% increase sequentially at the mid-point, which is significantly better than typical seasonality Non-GAAP gross margin of 37%, +/- 1% Representing 590 bps improvement over the fourth quarter 2025 Non-GAAP adjusted EPS is expected to be $1.35, plus or minus $0.10 Representing ~300% increase over the prior year period *Guidance as provided on November 5, 2026
Investment Summary Vision: Inspire future technology through leading semiconductor solutions Mission: Deliver profitability growth through advanced analog and power solutions that enable innovation and efficiency across high-growth markets 3-year Target : $2B revenue and $4.00+ non-GAAP EPS Strategic Priorities: Drive growth through a total system solutions sales approach and expanded solution-oriented content Deepen focus on key accounts to increase share of wallet Prioritize high‑margin markets, including automotive, industrial, data center through analog & power solutions Invest in technology leadership across target products, fab processes, and advanced packaging Accelerate fab process and product qualifications
Reconciliation of Net Income to Adjusted Net Income (in thousands, except per share data) (unaudited) Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $7.4 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.16 per share. For the three months ended September 30, 2026
GAAP to Non-GAAP Reconciliation Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $5.4 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.12 per share. (in thousands, except per share data) (unaudited) For the three months ended September 30, 2025
Diodes Incorporated (DIOD) INVESTOR RELATIONS November 5, 2026 Exhibit 99.3
Safe Harbor Statement Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the fourth quarter of 2026, we expect revenue to be approximately $550 million plus or minus 3%; we expect non-GAAP gross margin to be 37.0%, plus or minus 1%; and non-GAAP adjusted EPS to be $1.35, plus or minus $0.10. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs, and loadings in our manufacturing facilities; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company’s press release on November 5, 2026, titled, “Diodes Incorporated Reports Third Quarter 2026 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.
Gary Yu President and CEO Experience: Diodes Incorporated, since 2008 Chief Operating Officer Senior Vice President, Business Groups President, Asia Pacific Region General Manager, Shanghai Wafer Fabrication and BCD Business Unit Vice President of Asia Pacific Sales Manager, Sensor and Satellite Business Unit Lite-On Semiconductor Corporation Vice President, Worldwide Sales Texas Instruments IT, Finance and Capacity Planning Education: MBA – University of Dallas Master’s Degree in Telecommunication Engineering, Southern Methodist University Bachelor's Degree in MIS, Fu-Jen University, Taiwan Management Representative
Company Representative Experience: Head of Corporate Marketing, Diodes Incorporated Head of Corporate Marketing, Pericom Semiconductor Vice President, Marketing, CA Technologies (Broadcom) Director, Global Marketing Strategy, EMC (Dell Technologies) Director, Marketing, Zarlink Semiconductor (Microchip) Marketing Management positions at Cisco and National Semiconductor (TI) Education: MBA, Marketing/Entrepreneurship, Saint Mary's College of California BS in Electrical and Computer Engineering, UC Santa Barbara Gurmeet Dhaliwal VP, Corporate Marketing & Investor Relations
About Diodes Incorporated Diodes delivers analog and power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. Vision: Inspire future technology through leading semiconductor solutions Our Core Values: Integrity, Commitment, Innovation 67 Years in business 34 Consecutive years of profitability ~8000 Number of employees 1.48Bn Annual Revenue >45Bn >28K Number of products (SKU) shipped >50K Number of customers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2025
Global Operations and World-Class Manufacturing Headquartered in Plano, TX Manufacturing in US, UK, Germany, China, and Taiwan ISO 9001:2015 Certified / IATF 16949:2016 Certified ISO 14001:2015 Certified Key Acquisitions 2006 2006 2012 2015 2008 2013 2019 2020 2022 Anachip Corporation Taiwan Advanced Power Devices Zetex Semiconductors Power Analog Microelectronics BCD Semiconductor Pericom Semiconductor TI’s Greenock fab (GFAB) Lite-On Semiconductor Onsemi‘s fab (SPFAB) 2024 Fortemedia Investing for the Future 2026 ElevATE Semiconductor
Global Organization South Portland Maine Milpitas California Plano Texas Neuhaus Germany Greenock UK Munich Germany Taipei Taiwan Chengdu China Wuxi China Oldham UK Bratislava Slovakia San Diego California Singapore Seongnam-si South Korea Shanghai China Chongli Taiwan Tokyo Japan Key: Headquarters Wafer Fab Assembly/Test Design/Sales/Marketing Hsinchu Taiwan Tainan Taiwan
Our commitment to a sustainable and profitable business is built around ESG. Please refer to Governance and Oversight for additional details. Social (S) Governance (G) Environment (E) Climate Change Natural Resources Pollution & Waste Biodiversity Strategy & Oversight Risks Management Business Continuity Accountability & Transparency Supply Chain Product Integrity Human Capital Community Our Sustainability Commitment
$Billion Financial Targets Goal 1: $1B Market Cap - 2010 Goal 2: $1B Revenue- 2017 Goal 3: $1B Gross Profit $2.5B Revenue (40% GM) Goal 4: $1B Profit Before Tax 3-Year Targets (2028): $2B Revenue Gross Profit: $700M Gross Margin: 35%+ Non-GAAP EPS: $4.00+ 2026 Projected Progress $1.934B 97% $673M 96% 34.8% ~20 bps remaining $3.66 $0.34 remaining
Profitability Growth Track Record of Continued Performance Non-GAAP Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2025) CAGR: 10% (2005 - 2025) Annual Revenue * Revenue/Percent Growth/Gross Margin for 2026 are based on Q1-Q3 results and Q4 guidance provided on November 5, 2026 ~46*%
Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial ATE, Embedded systems, industrial automation, robotics, medical, energy management, smart buildings Computing AI data center including AI server, storage, and edge AI Consumer IoT: wearables, home automation, home appliances, and charging solutions Communications Smart phones, telecom, enterprise networking, smart infrastructure including space-based connectivity 54% of revenue 46% of revenue (Q3 2026) (Q3 2026) Targeted Market Segments
Example: Embedded System Applications Total Solutions Provider
Connected Driving ADAS (Advanced Driver Assistance Systems) Telematics Infotainment Systems Comfort, Style, and Safety Lighting Migration to LED and intelligent illumination BLDC motor / fan control Migration from Brushed to Brushless DC Motors Electrification/Powertrain Conventional Powertrain Hybrid Electrification Battery management Move to 48V battery Focus Applications: Automotive Revenue Growth Year 2013 – 2025 CAGR: 22% Year Automotive % of Total Product Revenue Automotive: Applications Driving Growth
Automotive Potential Revenue $ / Car Automotive Motor Control $56.00 Connected Driving (Infotainment, Telematics & ADAS) $100.00 Powertrain, Electrification & Body Control Electronics $60.00 Lighting – Moving to LED $23.00 Total $239.00 $ Content / Car Year Automotive Opportunity
Automotive USB Ports – PD Charging and Displays Diodes’ Key Products $ / per car Power Management $6.20 MOS/BJT $2.50 Diodes and Rectifiers $1.00 Timing and Connectivity $5.00 Total $14.70 USB-C charging is a high-growth application with 2 to 8 ports per vehicle. USB PD is an important expansion capability up to 100W/port growing to 140+W USB-C supports DP over USB and opens the opportunity to share portable equipment screens on an interior display growing YoY Diodes provides a USB charging solution for both Power and Data which includes: Port Controllers, USB Muxes, Signal Switches, ReDrivers, Xtals, Power Management, and Protection (Powerline and Dataline). Automotive-compliant* product portfolio growth is expanding the SAM further. Automotive compliant (Q) - AEC-Qualified, in manufacturing sites certified to IATF 16949 supporting PPAP
xEV Automotive High-Voltage DC-DC Conversion xEVs create the need for high-efficiency conversion of high-voltage batteries to lower, safe voltages. Converts high-voltage DC (300V to 900V) to a galvanically isolated 48V or 12V DC rail 48V Battery/Rail creates opportunity for 48V:12V conversion Diodes’ automotive-compliant* product solutions contain: Silicon carbide and silicon MOSFETs, isolated (RobustISO) gate drivers, current monitors, and 80V high-performance buck converters Diodes’ Key Products $ / per car Amplifier and Sensor $0.25 Power Management $1.20 MOS/BJT $21.00 Diodes and Rectifiers $0.15 Total $23.60 Automotive compliant (Q) - AEC-Qualified, in manufacturing sites certified to IATF 16949 supporting PPAP
Industrial: Growth in Power and Load Management Focus on key growing industrial sectors Energy Management Energy efficiency is always the target Diodes supports Isolated products, High voltage DCDC, SiC MOSFETs and Diodes Industrial Automation Driven by moves to AI and robotics Demand for increased operational efficiency Diodes supports Timing and Connectivity, MOSFETs, Protection and Sensing Smart Buildings Energy efficiency and improved security demands Diodes supports LED drivers, MOSFETs, Gate drivers, Signal conditioning
Diode’s Solution Advantage Power Management Solutions offer the most efficient power tree to extend battery life and provide clean power rails for sensors and digital processing MOSFET Solutions provide efficient drive of the motors reducing wasted energy with lower temperatures High Performance Interface Solutions offer high-speed sensor data backbone connectivity Precision Timing Solutions generate and distribute low noise, high frequency digital clock signals to AI Processors and data busses Diodes’ Key Products $ / Bot Amplifiers and Sensors $2.00 Power Management $3.50 MOSFET / BJT $9.50 Diodes and Rectifiers $1.00 Timing and Connectivity $10.00 Total $26.00 3 Phase Bionic Joint Motor Industrial: Humanoid Robot / Cobot High degree of freedom Motor Drive AI edge controller Timing distribution MCU 3-ph Gate drivers Power Tree Current Sensor 48V Power MOS
Industrial: Automated Test Equipment (ATE) ATE Solution Pin Electronics (PE): High-speed digital drive, compare, load, and parametric measurement at the DUT interface Device Power Supply (DPS): Precision voltage/current sourcing and protection for DUT power pins Parametric Measurement Unit (PMU): Accurate force-and-measure for DC, leakage, and continuity testing Burn-in ICs: High-channel-count stress screening and long-duration burn-in testing Power Management: High-density, precision multi-rail power conversion and sequencing Clocking & Timing: Low-jitter, synchronized clocks for pattern generation and channel alignment Protection & Interface: DUT protection and level translation with low leakage and capacitance Diodes’ Key Product $ / System* ElevATE ~$34,800 Diodes ~$525 Total ~$35,325 *System estimate assumes 8 × 256-channel PE boards (2,048 PE channels), representative of a high-performance mixed-signal/SoC ATE configuration.
AI Ecosystem – Data Center Diodes’ Key Products $ / Box Server Motherboard $109 Server Power Solution $50 Network Switch $73 Storage and Interconnect $35 Total $267 Diodes’ products: PCIe® packet switches, PCIe, USB, & SATA ReDrivers™ Clock generators, buffers, oscillators, I3C MUXes, level shifters, IO expanders, bus switches, QSPI MUXes, logic ICs, Power Management: MOSFETs, LDOs, TVS, DC-DC, isolation, gate drivers, diodes
AI Server Motherboard + AI Accelerator + NIC Server Platform Solution: Broad portfolio in power management – analog and discrete Complete timing solutions, from crystals, oscillators, clock generators and clock buffers, meet jitter performance of PCIe 7.0 Signal integrity and supporting various interconnectivity protocols Diodes’ Key Products SAM$ / Box Analog/Power Management $22.00 Discrete $20.00 Timing and Connectivity $67.00 Total $109.00
Consumer: IoT Driving Power & Connectivity Requirements Diodes’ Key Products $ / Box Analog >$0.20 Power Management >$1.30 MOS/BJT >$10.00 Diodes and Rectifiers >$5.00 Timing and Connectivity $3.50 Total $20.00 Lifestyle Wearables Consumer & Home Asset Tracking Security & Surveillance Retail Growth Opportunities: Power LED drivers Xtals and clocks Packet switches
Focus Applications: Cloud Computing Data Center Network Switches Gateways Internet gateways Fiber networks Space-Based Connectivity Core Networks, Cell Stations Small cells Base stations Edge computing servers Smart antennas Fiber networks End Products Portables: smartphones, tablets Smart cars Consumer: VR/AR/MR, drones, IoT Telecom: 5G CPEs Embedded / industrial Communications: AI Driven Networks
Communications: Data Center Network Switch Diodes’ Key Products $ / Box Analog and Power Management $17.00 Discrete $5.00 Timing and Connectivity $51.00 Total $73.00 Network Switch Solution: Complete timing solutions, from crystals, Oscillators, clock generators and clock buffers, to support every need of a timing tree PCIe packet switches provide extension of the interface with intelligence Analog and Discrete solution provide power management and protection in both power and data lines
Complete Platform Solution: Notebook
Products Low-jitter timing solutions and high- speed PCIe packet switches for AI eco-system eUSB/USB repeaters and Ultra-Low Cj TVS for signal integrity High performance MUX and Switch for high bandwidth/capacity storage High-voltage 60-100V LDOs, and DCDC for 48V rails USB-C / Power Delivery Solutions Isolation: Digital isolators and Gate Drivers Ultra-low power and low-noise LDOs for IoT Lowest RDS(ON) LDMOS for battery efficiency IntelliFET: self-protected power switches Advanced protection: IO and power lines 8V to 800V MOSFETs SiC Schottky Diodes and SiC MOSFETs for industrial and automotive applications Pin Electronics (PE) and Device Power Supply (DPS) for ATE Assembly/Test Cu Pillar with flip chip on lead frame High pin-count BGA, LGA and AQFN packages Chip scale packaging with highest current density Compact QFN and DFN Power density PowerDI Small outline packages: down to 400 x 200μm Wafer Fab High-performance 8” MOSFET trench technology Advanced Epi bipolar transistor processes Proprietary rectifier technology Rugged automotive-grade NMOS and PMOS Low-power, low-noise SiGe BiCMOS process High-voltage, high-power BCD process Technology Focus
Efficient Manufacturing + Superior Processes Assembly and Test China: Shanghai, Chengdu, and Wuxi Taiwan: Chongli Germany: Neuhaus US: South Portland, Maine China: Shanghai and Wuxi Taiwan: Hsinchu UK: Greenock and Oldham Bipolar, BiCMOS, CMOS, and BCD process Global footprint with strong engineering capabilities Wafer Fabs
Revenue Profile for Third Quarter 2026
Income Statement – Third Quarter 2026 ($ in millions, except EPS) 3Q25 2Q26 3Q26 Net sales 392.2 445.5 532.6 Gross profit (Non-GAAP) 120.5 147.6 192.9 Gross profit margin % (Non-GAAP) 30.7% 33.1% 36.2% Net income (GAAP) 14.3 46.6 43.7 Net income (Non-GAAP) 17.2 32.5 54.5 Diluted EPS (Non-GAAP) 0.37 0.70 1.18 Cash flow from operations 79.1 68.5 97.2 EBITDA (Non-GAAP) 46.6 83.5 89.7
Balance Sheet ($ in millions) Dec 31, 2024 Dec 31, 2025 Sept 30, 2026 Cash* 322 382 578 Inventory 475 472 535 Current assets 1,224 1,257 1,563 Total assets 2,386 2,448 3,091 Total debt** 52 56 405 Total liabilities 517 510 1,069 Total equity 1,869 1,938 2,022 * Cash and cash equivalents, restricted cash, and short-term investments ** Debt includes $365M Convertible Bond @ 0% Coupon
Business Outlook - Fourth Quarter 2026 Revenue to be ~$550 million, +/- 3.0% Representing 40.4% growth over the prior year period and a 3.2% increase sequentially at the mid-point, which is significantly better than typical seasonality Non-GAAP gross margin of 37%, +/- 1% Representing 590 bps improvement over the fourth quarter 2025 Non-GAAP adjusted EPS is expected to be $1.35, plus or minus $0.10 Representing ~300% increase over the prior year period *Guidance as provided on November 5, 2026
Investment Summary Vision: Inspire future technology through leading semiconductor solutions Mission: Deliver profitability growth through advanced analog and power solutions that enable innovation and efficiency across high-growth markets 3-year Target : $2B revenue and $4.00+ non-GAAP EPS Strategic Priorities: Drive growth through a total system solutions sales approach and expanded solution-oriented content Deepen focus on key accounts to increase share of wallet Prioritize high‑margin markets, including automotive, industrial, data center through analog & power solutions Invest in technology leadership across target products, fab processes, and advanced packaging Accelerate fab process and product qualifications
