8-K
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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
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Date of Report (Date of earliest event reported): August 27, 2026 |
DIODES INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
002-25577 |
95-2039518 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4949 Hedgcoxe Road, Suite 200 |
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Plano, Texas |
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75024 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 972 987-3900 |
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, Par Value $0.66 2/3 |
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DIOD |
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The Nasdaq Stock Market LLC |
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 8.01 Other Events
On August 27, 2026, Diodes Incorporated (the “Company”) completed its previously announced acquisition of ElevATE Semiconductor Inc. (“ElevATE”) pursuant to the Agreement and Plan of Merger, dated as of July 10, 2026 (the “Merger Agreement”), by and among the Company, ElevATE, GN Merger Sub Inc. and Presidio Investors ELV Continuation GP, LLC. Pursuant to the Merger Agreement, GN Merger Sub Inc. merged with and into ElevATE, with ElevATE surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
The Company previously disclosed the entry into the Merger Agreement under Items 1.01 and 7.01 of its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2026, which disclosure is incorporated herein by reference. A copy of the Merger Agreement was filed as Exhibit 2.1 to such Current Report on Form 8-K.
ElevATE is a fabless semiconductor company based in San Diego, California that specializes in the development of highly integrated, low-power analog and mixed-signal semiconductor solutions that address the industry’s most demanding semiconductor test challenges. The acquisition expands the Company’s 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.
On August 27, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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DIODES INCORPORATED |
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Date: |
August 27, 2026 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire
Chief Financial Officer |
Exhibit 99.1
Diodes Completes Acquisition of ElevATE Semiconductor, Expanding Presence in High-Growth ATE Market
Plano, Texas – August 27, 2026 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today announced the successful completion of its acquisition of ElevATE Semiconductor, Inc. ("ElevATE"), a leading provider of high-performance integrated circuits for the Automated Test Equipment (ATE) market, in an all-cash transaction for $250 million.
ElevATE is a fabless semiconductor company based in San Diego, California that specializes in the development of highly integrated, low-power analog and mixed-signal semiconductor solutions that address the industry's most demanding semiconductor test challenges. 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 completion of the ElevATE acquisition marks an important milestone in advancing Diodes’ portfolio and content expansion initiatives to capitalize on the growing demand for semiconductor test solutions," said Gary Yu, President and Chief Executive Officer of Diodes Incorporated. “First, I would like to welcome ElevATE employees to the Diodes’ family. ElevATE's differentiated technology, exceptional engineering capabilities, strong customer relationships, and leadership in the ATE market complement Diodes' broad analog and power portfolio, manufacturing scale, and global organization. Together, we are well positioned to deliver broader solutions to customers, while expanding our participation in higher-value analog and mixed-signal applications."
As previously announced, ElevATE is expected to contribute approximately $50 million in revenue during the first twelve months following the acquisition close and is anticipated to be immediately accretive to Diodes' revenue, gross margin, and earnings per share. ElevATE will operate as a product line within Diodes, ensuring continuity for customers while benefiting from Diodes' global infrastructure, manufacturing footprint, and worldwide sales network.
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.
Cautions Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Forward-looking statements in this press release include statements regarding the anticipated benefits of the acquisition, expected revenue contributions, accretion to earnings, and market growth opportunities. These
forward-looking statements are based on Diodes' current expectations and assumptions and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such factors include, but are not limited to: integration risks; competitive market conditions; changes in demand for ATE products; macroeconomic conditions; and other risks described in Diodes' filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Diodes undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.
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:
Diodes Incorporated
Gurmeet Dhaliwal
Vice President, Corporate Marketing & IR
P: 408-232-9003
E: Gurmeet_Dhaliwal@diodes.com
Investor Relations Contact:
Shelton Group
Leanne Sievers
President Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com
