Diodes has also granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on August 18, 2026, subject to customary closing conditions.

Diodes estimates that the net proceeds from the offering will be approximately $315.9 million (or approximately $364.6 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Diodes. Diodes expects to use the net proceeds from the offering to pay the approximately $19.0 million cost of the capped call transactions described below, to pay $35.0 million to repurchase approximately 0.36 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates. Diodes expects to use the remainder of the net proceeds of the offering for general corporate purposes, including potential future acquisitions.

The notes will be general senior unsecured obligations of Diodes and will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on August 15, 2031, unless earlier converted, redeemed or repurchased.