What changed in DIODES INC /DEL/'s 10-K — 2024 vs 2025
vs
Paragraph-level year-over-year comparison of DIODES INC /DEL/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+102 added−101 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-14)
Top changes in DIODES INC /DEL/'s 2025 10-K
102 paragraphs added · 101 removed · 83 edited across 2 sections
- Item 6. [Reserved]+72 / −73 · 58 edited
- Item 1C. Cybersecurity+30 / −28 · 25 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
25 edited+5 added−3 removed27 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
25 edited+5 added−3 removed27 unchanged
2024 filing
2025 filing
Biggest changeHeadquarters/R&D center USA - Plano, Texas 41,835 Regional sales office/Administrative office/R&D center/apartment USA - Milpitas, California 86,321 Manufacturing facility/office/chemical warehouse/wellness building USA - South Portland, Maine 323,462 Regional sales office/RD Center/Administrative Office/Marketing Office USA-San Jose, California 10,253 Manufacturing facilities/Administrative office/R&D center/Logistics China - Chengdu 1,660,963 Regional sales office China - Hong Kong 9,113 Administrative office/Land use right/manufacturing facility/R&D center China - Shandong 1,058,324 Marketing Office/R&D center/Logistics/Sales/Administrative office China - Shanghai 2,542,853 Regional sales office/RD Center/Administrative Office/Marketing Office China - Shenzhen 23,062 Manufacturing facility China - Wuxi 1,166,347 Regional Sales Office China-Xiamen 1,507 R&D center China - Yangzhou 6,085 Regional Sales Office China - Guangzhou 1,646 Regional sales office/RD Center China, Beijing 2,925 Regional sales office China, WuHan 1,265 Regional Sales Office China, QingDao 1,469 RD Center/Administrative office China-Nanjing 11,155 Administrative office/Logistics/Manufacturing/R&D center England - Oldham 156,076 Sales office Germany - Munich 6,297 Manufacturing facility/R&D center Germany - Neuhaus 52,508 Regional Sales Office Germany-Eltvile 700 Regional Sales Office Japan - Milnato-ku 11,525 Regional sales office/RD Center/Administrative Office/Marketing Office Korea - Seongnam-si 21,616 Manufacturing facility/R&D center/Logistics/Administrative office Scotland - Greenock 1,001,873 Regional sales office/RD Center/Administrative Office Singapore, Singapore City 1,766 Regional sales office/Administrative office/Logistics/Manufacturing Facility Taiwan - Chongli 78,781 Manufacturing facility/R&D center/Logistics/Administrative office Taiwan - Hsinbei 68,825 Manufacturing facility/R&D center/Production/Administrative office Taiwan - Hsinchu 571,156 R&D center/Regional Sales Office/Administrative Office/Marketing Office/Production Taiwan - Tainan 26,581 Regional sales office/Administrative office/Logistics/R&D/Marketing Office Taiwan - Taipei 35,613 Ite m 3.
Biggest changeHeadquarters/R&D center USA - Plano, Texas 41,835 Regional sales office/Administrative office/R&D center/apartment USA - Milpitas, California 86,321 Manufacturing facility/office/chemical warehouse/wellness building USA - South Portland, Maine 323,462 Manufacturing facilities/Administrative office/R&D center/Logistics China - Chengdu 267,331 Regional sales office China - Hong Kong 9,113 Manufacturing facility/R&D center/Logistics/Manufacturing facility/Sales/Administrative office China - Shanghai 1,649,179 Regional sales office/RD Center/Administrative Office/Manufacturing facility China - Shenzhen 12,973 Manufacturing facility China - Wuxi 581,437 Regional Sales Office China-Xiamen 1,507 R&D center China - Yangzhou 6,085 Regional sales office/R&D Center China - Beijing 2,925 Regional sales office China - Hubei, WuHan 1,265 Regional Sales Office China - ShanDong, QingDao 1,469 R&D Center/Administrative Office China - Nanjing 11,155 Administrative office/Logistics/Manufacturing/R&D center England - Oldham 156,076 Sales office Germany - Munich 6,297 Manufacturing facility/R&D center Germany - Neuhaus 52,508 Regional Sales Office Germany - Eltvile 700 Regional Sales Office Japan - Milnato-ku 8,011 Regional sales office/RD Center/Administrative Office/Manufacturing facility Korea - Seongnam-si 8,863 Manufacturing facility/R&D center/Logistics/Administrative office Scotland - Greenock 1,001,873 Regional sales office/RD Center/Administrative Office Singapore City - Singapore 1,755 Manufacturing facility/R&D center/Logistics/Administrative office Taiwan - Hsinbei 59,395 Manufacturing facility/R&D center/Production/Administrative office Taiwan - Hsinchu 394,946 R&D center/Regional Sales Office/Administrative Office/Manufacturing Office/Production Taiwan - Tainan 9,572 Regional sales office/Administrative office/Logistics/R&D/Manufacturing Taiwan - Taipei 15,483 Regional sales office/Administrative office/Logistics Taiwan - Taoyuan 78,781 RD Center Slovakia - Bratislava 2,917 28 Ite m 3.
In addition, given the constant and evolving threat of cyber-based attacks, we incur significant costs in an effort to detect and prevent security breaches and incidents, and these costs may increase in the future. 28 Ite m 2. Properties. Our corporate headquarters are located in Plano, Texas.
In addition, given the constant and evolving threat of cyber-based attacks, we incur significant costs in an effort to detect and prevent security breaches and incidents, and these costs may increase in the future. Ite m 2. Properties. Our corporate headquarters are located in Plano, Texas.
Securities Authorized for Issuance Under Equity Compensation Plans The information regarding our equity compensation plans required to be disclosed by Item 201(d) of Regulation S-K is incorporated by reference from our 2025 definitive proxy statement, which we expect to file with the SEC in April 2025, in Item 12 of Part III of this Annual Report.
Securities Authorized for Issuance Under Equity Compensation Plans The information regarding our equity compensation plans required to be disclosed by Item 201(d) of Regulation S-K is incorporated by reference from our 2026 definitive proxy statement, which we expect to file with the SEC in April 2026, in Item 12 of Part III of this Annual Report.
See “Risk Factors – Risks Related to Our International Operations.” in Part I, Item 1A of this Annual Report for a more detailed summary of the intellectual property technology risks associated with our international business operations. Item 4. Mine Safety Disclosures. Not Applicable. 29 PA RT II Ite m 5.
See “ Risk Factors – Risks Related to Our International Operations. ” in Part I, Item 1A of this Annual Report for a more detailed summary of the intellectual property technology risks associated with our international business operations. Item 4. Mine Safety Disclosures. Not Applicable. 29 PA RT II Ite m 5.
Performance Graph The following graph compares the yearly percentage change in the cumulative total stockholder return of our Common Stock against the cumulative total return of the Nasdaq Composite and the Nasdaq Industrial Index for the five calendar years ending December 31, 2024. The graph is not necessarily indicative of future price performance.
Performance Graph The following graph compares the yearly percentage change in the cumulative total stockholder return of our Common Stock against the cumulative total return of the Nasdaq Composite and the Nasdaq Industrial Index for the five calendar years ending December 31, 2025. The graph is not necessarily indicative of future price performance.
All rights reserved. 30 The graph assumes $100 invested on December 31, 2019 in our Common Stock, the stock of the companies in the Nasdaq Composite Index and the stock of companies in the Nasdaq Industrial Index, and that all dividends received within a quarter, if any, were reinvested in that quarter.
All rights reserved. 30 The graph assumes $100 invested on December 31, 2020 in our Common Stock, the stock of the companies in the Nasdaq Composite Index and the stock of companies in the Nasdaq Industrial Index, and that all dividends received within a quarter, if any, were reinvested in that quarter.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is traded on the Nasdaq Global Select Market under the symbol “DIOD.” Holders As of February 3, 2025, there were approximately 192 registered holders of record of the Company’s common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information Our Common Stock is traded on the Nasdaq Global Select Market under the symbol “DIOD.” Holders As of February 3, 2026, there were approximately 177 registered holders of record of the Company’s common stock.
Specifically, our information security program, which is led by our Director, establishes and maintains our corporate-wide cybersecurity program and provides guidance and direction for information security activities and controls at Diodes. Through our cybersecurity program, we monitor the environment for incidents, classify the activity, and escalate incidents according to Company procedures.
Specifically, our information security program establishes and maintains our corporate-wide cybersecurity program and provides guidance and direction for information security activities and controls at Diodes. Through our cybersecurity program, we monitor the environment for incidents, classify the activity, and escalate incidents according to Company procedures.
Our Director and VP of IT oversee and manage the Company’s cybersecurity risk monitoring and mitigation processes and regularly collaborate with other departments, including business units and the information technology department, as necessary, to facilitate the risk monitoring and mitigation processes and to ensure the policies and procedures for our information security program are integrated into our overall risk management assessment.
Our VP of IT oversees and manages the Company’s cybersecurity risk monitoring and mitigation processes and regularly collaborates with other departments, including business units and the information technology department, as necessary, to facilitate the risk monitoring and mitigation processes and to ensure the policies and procedures for our information security program are integrated into our overall risk management assessment.
The Risk Oversight Committee members have varied expertise and experience including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. The Risk Oversight Committee has delegated day-to-day oversight of our information security program to our executive officers, including the Vice President of Information Technology (“VP of IT”) along with our Global Cybersecurity Director (“Director”).
The Risk Oversight Committee members have varied expertise and experience including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. The Risk Oversight Committee has delegated day-to-day oversight of our information security program to our executive officers, the Vice President of Information Technology (“VP of IT”), and our Global Cybersecurity Defense Office(the “CDO”) team.
As of December 31, 2024, we own approximately 3.7 million square feet of property and lease approximately 5.3 million square feet of property, with leases expiring at various times between 2025 and 2029 and with land rights expiring in 2061.
As of December 31, 2025, we own approximately 3.9 million square feet of property and lease approximately 4.8 million square feet of property, with leases expiring at various times between 2026 and 2029 and with land rights expiring in 2061.
To minimize our risk and exposure to material cybersecurity incidents, we also conduct company-wide annual and ongoing cybersecurity awareness training and education of our employees. This includes but not limited to topics such password hygiene, phishing, and other cybersecurity-related information.
Critical systems are periodically audited against industry standards. 26 To minimize our risk and exposure to material cybersecurity incidents, we also conduct company-wide annual and ongoing cybersecurity awareness training and education of our employees. This includes but not limited to topics such password hygiene, phishing, and other cybersecurity-related information.
We also own and lease properties around the world for use as sales offices, design centers, research and development labs, warehouses, logistic centers, and manufacturing support. The size and/or location of these properties change from time to time based on business requirements. The table below sets forth the largest of the properties either owned or leased by the Company.
We also own and lease properties around the world for use as sales offices, design centers, research and development labs, warehouses, logistic centers, and manufacturing support. The size and/or location of these properties change from time to time based on business requirements.
In particular, the Company has established a cybersecurity incident response plan includes classification of cybersecurity incidents, to whom to escalate an incident, and when to escalate a cybersecurity incident, including direct communication to the VP of IT, Director, and President. The Company regularly conducts vulnerability assessments and tracks remediation to completion. Critical systems are periodically audited against industry standards.
In particular, the Company has established a cybersecurity incident response plan includes classification of cybersecurity incidents, to whom to escalate an incident, and when to escalate a cybersecurity incident, including direct communication to the VP of IT and our President and Chief Executive Officer. The Company regularly conducts vulnerability assessments and tracks remediation to completion.
To supplement our cybersecurity and data privacy risk assessment, identification, management, and mitigation efforts, we regularly consult with third-party experts, which include the following services: • conduct annual cybersecurity and data privacy risk assessments; • conduct external and internal penetration tests; • monitor critical infrastructure for abnormal behavior; and • provide validation of the Company’s cybersecurity and operations processes against the National Institute of Standards and Technology cybersecurity framework. 27 Impact of cybersecurity risks on business strategy, results of operations or financial condition Cybersecurity threats, such as threats of attacks from computer hackers, cyber criminals, nation-State actors, and other malicious internet-based activity, continue to increase.
To supplement our cybersecurity and data privacy risk assessment, identification, management, and mitigation efforts, we regularly consult with third-party experts, which include the following services: • conduct annual cybersecurity and data privacy risk assessments; • conduct external and internal penetration tests; • monitor critical infrastructure for abnormal behavior; and • provide validation of the Company’s cybersecurity and operations processes against the National Institute of Standards and Technology cybersecurity framework.
The VP of IT has a monthly meeting with the Company’s President to provide an update of cybersecurity incidents and risks, irrespective of materiality.
The VP of IT has a monthly meeting with the Company’s Chief Executive Officer to provide an update of cybersecurity incidents and risks, irrespective of materiality. The Company’s Board of Directors is provided a quarterly update on cybersecurity roadmaps and progress.
These s enior leaders include representation from functions including product line, sales and marketing, manufacturing, legal, finance, human resources, supply chain, information technology, and regional representation.
The Company also has an information security advisory board comprised of senior leaders within the Company. These senior leaders include representation from functions including product line, sales and marketing, manufacturing, legal, finance, human resources, supply chain, information technology, and regional representation.
Responsibilities of the advisory board include: • advise on creation and implementation of information security policy; • advise on information security strategic roadmap and investments; • review, advise, and promote security education, training, and awareness; • review and advise on ongoing legal, regulatory, compliance, threat landscape, risks, industry news, and trends concerning cyber security; and • review and advise on the mitigation of cybersecurity risks and potential incidents.
Responsibilities of the advisory board include: • advise on creation and implementation of information security policy; • advise on information security strategic roadmap and investments; • review, advise, and promote security education, training, and awareness; • review and advise on ongoing legal, regulatory, compliance, threat landscape, risks, industry news, and trends concerning cyber security; and • review and advise on the mitigation of cybersecurity risks and potential incidents. 25 The Company has internal disclosure committees made up of members of management to assist in fulfilling its obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC.
Our business operations and relationships with customers and suppliers are heavily reliant on technology, and any failure or disruption in our technological systems could have significant negative impacts on our business. Protecting information, including information of our customers, is a top priority.
Risk Management and Strategy The Company has a robust cybersecurity program that has direct involvement from the Board of Directors and senior management. Our business operations and relationships with customers and suppliers are heavily reliant on technology, and any failure or disruption in our technological systems could have significant negative impacts on our business.
We believe our current facilities are adequate for the foreseeable future. Primary use Location Sq. Ft.
The table below sets forth the largest of the properties either owned or leased by the Company. 27 We believe our current facilities are adequate for the foreseeable future. Primary use Location Sq. Ft.
The disclosure committees meet on a quarterly basis and more often if necessary.
The disclosure committees are composed of members of management and is chaired by our Vice President and Corporate Controller. The disclosure committees meet on a quarterly basis and more often if necessary.
December 2024 2019 2020 2021 2022 2023 2024 Diodes Incorporated Return % 25.07 55.76 (30.67 ) 5.74 (23.42 ) Cum $ 100 125.07 194.80 135.05 142.80 109.36 NASDAQ Industrial Index Return % 52.72 8.81 (35.05 ) 28.93 25.67 Cum $ 100 152.72 166.18 107.93 139.16 174.89 NASDAQ Composite-Total Returns Return % 44.92 22.18 (32.54 ) 44.64 29.57 Cum $ 100 144.92 177.06 119.45 172.77 223.87 Issuer Purchases of Equity Securities There were no repurchases of our Common Stock during the fourth quarter of 2024.
December 2025 2020 2021 2022 2023 2024 2025 Diodes Incorporated Return % 55.76 (30.67 ) 5.74 (23.42 ) (20.00 ) Cum $ 100 155.76 107.99 114.18 87.44 69.95 NASDAQ Industrial Index Return % 8.81 (35.05 ) 28.93 25.67 5.07 Cum $ 100 108.81 70.67 91.12 114.52 120.32 NASDAQ Composite-Total Returns Return % 22.18 (32.54 ) 44.64 29.57 21.14 Cum $ 100 122.18 82.43 119.22 154.48 187.14 Issuer Purchases of Equity Securities The following table provides information about repurchases of our common stock during the three months ended December 31, 2025.
Furthermore, significant known cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that the Board of Directors has oversight and can provide guidance on critical cybersecurity issues. We believe our information security team is well positioned to identify risks from cybersecurity threats based on numerous job qualifications and on-going training.
These meetings are designed to ensure that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company. Furthermore, significant known cybersecurity matters and strategic risk management decisions are escalated to the Board of Directors, ensuring that the Board of Directors has oversight and can provide guidance on critical cybersecurity issues.
Our incident response team, headed by the Director and VP of IT, reports material cybersecurity incidents to our executive officers and to our Board of Directors. The Company has an information security advisory board comprised of senior leaders within the Company.
We believe our information security team is well positioned to identify risks from cybersecurity threats based on numerous job qualifications and on-going training. Our incident response team, headed by the VP of IT and CDO, reports material cybersecurity incidents to our executive officers and to our Board of Directors.
The VP of IT and the Director regularly meet with our President and Chief Financial Officer to inform them of matters related to cybersecurity risks and incidents. These meetings are designed to ensure that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company.
The VP of IT reports to our President and Chief Executive Officer and is a 40 year veteran of the information technology industry. The VP of IT regularly meets with our President and Chief Executive Officer to inform him of matters related to cybersecurity risks and incidents.
Removed
The Director reports to the VP of IT and is a 31-year veteran of the information technology industry having served in the military and with a Fortune 500 company with over 20 years of cybersecurity experience including leading incident responses, policy development, and building security architectures.
Added
Protecting information, including information of our customers, is a top priority.
Removed
The Company has internal disclosure committees made up of members of management to assist in fulfilling its obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC. The disclosure committees are composed of members of management and is chaired by our Vice President and Corporate Controller.
Added
Impact of cybersecurity risks on business strategy, results of operations or financial condition Cybersecurity threats, such as threats of attacks from computer hackers, cyber criminals, nation-State actors, and other malicious internet-based activity, continue to increase.
Removed
The Company’s Board of Directors is provided a quarterly update on cybersecurity roadmaps and progress. 26 Risk Management and Strategy The Company has a robust cybersecurity program that has direct involvement from the Board of Directors and senior management.
Added
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 to October 31, 2025 - $ - - - November 1, 2025 to November 30, 2025 332,867 $ 45.08 332,867 - December 1, 2025 to December 31, 2025 176,674 $ 49.83 176,674 - Total 509,541 509,541 $ 66,186,357 All open-market purchases during the quarter were made under the authorization received from our board of directors on May 8, 2025, to purchase up to $100.0 million of the Company’s common stock.
Added
As of December 31, 2025, $33.8 million of the May 2025 program had been utilized. Share repurchases under the program may be made from time to time in the open market, through privately-negotiated transactions, or otherwise, subject to applicable laws, regulations, and approvals.
Added
The timing of the share repurchases will depend on a variety of factors, including market conditions, and the share repurchases may be suspended or discontinued at any time.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
58 edited+14 added−15 removed67 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
58 edited+14 added−15 removed67 unchanged
2024 filing
2025 filing
Biggest changeTwelve Months Ended December 31, 2024 2023 Increase/(Decrease) % Change Net sales $ 1,311,120 $ 1,661,739 $ (350,619 ) (21.1 %) Cost of goods sold 875,258 1,003,557 (128,299 ) (12.8 %) Gross profit 435,862 658,182 (222,320 ) (33.8 %) Total operating expense 385,412 407,611 (22,199 ) (5.4 %) Interest income 18,303 13,338 4,965 37.2 % Interest expense (2,334 ) (5,700 ) (3,366 ) (59.1 %) Foreign currency (loss) gain, net (6,308 ) (5,264 ) 1,044 (19.8 %) Unrealized (loss) gain on investments (321 ) 18,267 (18,588 ) 101.8 % Other income 2,892 6,721 (3,829 ) (57.0 %) Income tax provision 11,840 47,285 (35,445 ) (75.0 %) Net Sales Our net sales decreased approximately $350.6 million, or 21.1%, for the twelve months ended December 31, 2024, compared to the prior year, due to widespread decreased demand for our semiconductor products and the continued inventory adjustments by the customers that we serve.
Biggest changeTwelve Months Ended December 31, 2025 2024 Increase/(Decrease) % Change Net sales $ 1,482,073 $ 1,311,120 $ 170,953 13.0 % Cost of goods sold 1,019,637 875,258 144,379 16.5 % Gross profit 462,436 435,862 26,574 6.1 % Total operating expense 426,974 385,412 41,562 10.8 % Interest income 28,304 18,303 10,001 54.6 % Interest expense (2,776 ) (2,334 ) 442 18.9 % Foreign currency loss, net (12,818 ) (6,308 ) 6,510 (103.2 %) Unrealized gain (loss) on investments 28,561 (321 ) 28,882 8997.5 % Impairment of equity investment (5,817 ) - 5,817 - Gain on disposal of subsidiary 13,730 - 13,730 - Other (expense) income (687 ) 2,892 (3,579 ) (123.8 %) Income tax provision 14,789 11,840 2,949 24.9 % Net Sales Our net sales increased approximately $171.0 million, or 13.0%, for the twelve months ended December 31, 2025, compared to the prior year, as we experienced stronger sales across all end markets.
This process involves using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. A valuation allowance 39 is provided against deferred tax assets unless it is more likely than not that such deferred tax assets will be realized.
This process involves using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. A valuation allowance is provided against deferred tax assets unless it is more likely than not that such deferred tax assets will be realized.
See “Risk Factors – Changes in actuarial assumptions for our defined benefit plan could increase the volatility of the plan’s asset value, require us to increase cash contributions to the plan and have a negative impact on our cash flows, operating results and financial condition ” in Part I, Item 1A of this Annual Report for additional information. 41 Interest Rate Risk We have credit facilities with financial institutions in the U.S., Asia, and Europe as well as other debt instruments with interest rates equal to SOFR or similar indices plus a negotiated margin.
See “Risk Factors – Changes in actuarial assumptions for our defined benefit plan could increase the volatility of the plan’s asset value, require us to increase cash contributions to the plan and have a negative impact on our cash flows, operating results and financial condition ” in Part I, Item 1A of this Annual Report for additional information. 40 Interest Rate Risk We have credit facilities with financial institutions in the U.S., Asia, and Europe as well as other debt instruments with interest rates equal to SOFR or similar indices plus a negotiated margin.
The expected return on plan assets is determined based on historical and expected future returns of the various assets classes and as such, each 1.0% increase/(decrease) in the expected rate of return assumption would increase/(decrease) the net-period benefit cost by approximately $1.0 million.
The expected return on plan assets is determined based on historical and expected future returns of the various assets classes and as such, each 1.0% increase/(decrease) in the expected rate of return assumption would increase/(decrease) the net-period benefit cost by approximately $0.9 million.
We operate from the following locations, with additional support offices throughout the world: • Corporate Headquarters Plano, Texas, United States • Design, Engineering, and Marketing Shanghai, Yangzhou, Shenzhen, and Hong Kong, China Oldham, England New Taipei City, Hsinchu, and Tainan, Taiwan Milpitas, California, and Plano, Texas, United States • Wafer Fabrication Shanghai and Wuxi, China Oldham, England Greenock, Scotland Hsinchu, Taiwan South Portland, Maine, United States • Assembly and Test Shanghai, Chengdu, and Wuxi, China Neuhaus am Rennweg, Germany Chongli, Taiwan • Sales, Warehouse, and Logistics Hong Kong, Shanghai, Beijing, Shenzhen, Wuhan, Guangzhou, Qingdao, and Xiamen, China 32 Oldham, England Frankfurt and Munich, Germany Milan, Italy Tokyo, Japan Singapore Seongnam-si, South Korea New Taipei City, Taiwan Milpitas, California and Plano, Texas, United States The Company’s manufacturing facilities have achieved certifications in the internationally recognized standards of ISO 9001:2015, ISO 14001:2015, and, for automotive products, IATF 16949:2016 and the Company is also C-TPAT certified.
We operate from the following locations, with additional support offices throughout the world: • Corporate Headquarters Plano, Texas, United States • Design, Engineering, and Marketing Shanghai, Yangzhou, Shenzhen, and Hong Kong, China Oldham, England Greenock, Scotland Bratislava, Slovakia New Taipei City, Hsinchu, and Tainan, Taiwan Milpitas, California, and Plano, Texas, United States • Wafer Fabrication Shanghai and Wuxi, China Oldham, England Greenock, Scotland Hsinchu, Taiwan South Portland, Maine, United States • Assembly and Test Shanghai, Chengdu, and Wuxi, China Neuhaus am Rennweg, Germany Chongli, Taiwan • Sales, Warehouse, and Logistics Hong Kong, Shanghai, Beijing, Shenzhen, Wuhan, Qingdao, and Xiamen, China Oldham, England Frankfurt and Munich, Germany 32 Milan, Italy Tokyo, Japan Singapore Seongnam-si, South Korea New Taipei City, Taiwan Milpitas, California and Plano, Texas, United States The Company’s manufacturing facilities have achieved certifications in the internationally recognized standards of ISO 9001:2015, ISO 14001:2015, and, for automotive products, IATF 16949:2016 and the Company is also C-TPAT certified.
Also included in selling, general, and administrative expenses are acquisition costs from business combinations. Research and development Research and development expenses consist of compensation and associated costs of employees engaged in research and development projects, as well as materials and equipment used for new product development and technology qualification.
Also included in selling, general, and administrative expenses are acquisition costs from business combinations. 34 Research and development Research and development expenses consist of compensation and associated costs of employees engaged in research and development projects, as well as materials and equipment used for new product development and technology qualification.
Recently Issued Accounting Pronouncements See Note 1 of “Notes to Consolidated Financial Statements” of this Annual Report for additional information regarding the status of recently issued accounting pronouncements. 40 Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency Risk We face exposure to adverse movements in foreign currency exchange rates, primarily in Asia and Europe.
Recently Issued Accounting Pronouncements See Note 1 of “Notes to Consolidated Financial Statements” of this Annual Report for additional information regarding the status of recently issued accounting pronouncements. 39 Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency Risk We face exposure to adverse movements in foreign currency exchange rates, primarily in Asia and Europe.
A 0.2% increase/(decrease) in the discount rate used to calculate the year-end projected benefit obligation would (decrease)increase the year end projected benefit obligation by approximately $2.1 million.
A 0.2% increase/(decrease) in the discount rate used to calculate the year-end projected benefit obligation would (decrease)increase the year end projected benefit obligation by approximately $1.9 million.
These risks may result in material and adverse impacts on our financial condition and results of operations. See “Risk Factors – Risks Related to Our International Operations” in Part I, Item 1A of this Annual Report for a more detailed summary of the intellectual property technology risks and other associated with our international business operations.
These risks may result in material and adverse impacts on our financial condition and results of operations. See “Risk Factors – Risks Related to Our International Operations ” in Part I, Item 1A of this Annual Report for a more detailed summary of the intellectual property technology risks and other associated with our international business operations.
Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer 42 and implemented by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and implemented by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
GAAP. 41 Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
This discussion summarizes the significant factors affecting the consolidated operating results, financial condition, and liquidity of the Company for the twelve months ended December 31 2024. This discussion should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.
This discussion summarizes the significant factors affecting the consolidated operating results, financial condition, and liquidity of the Company for the twelve months ended December 31, 2025. This discussion should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.
Whitmire, with the participation of our management, carried out an evaluation as of December 31, 2024, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended).
Whitmire, with the participation of our management, carried out an evaluation as of December 31, 2025, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended).
This evaluation included review of the documentation of controls, testing of operating effectiveness of controls, and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
This evaluation included review of the documentation of controls, testing of operating effectiveness of controls, and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Based on the allowance/reserve balance as of December 31, 2024, a 1% change would increase or decrease the estimated allowance/reserve and net revenue by approximately $0.8 million. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined principally by the first-in, first-out method.
Based on the allowance/reserve balance as of December 31, 2025, a 1% change would increase or decrease the estimated allowance/reserve and net revenue by approximately $1.0 million. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined principally by the first-in, first-out method.
There was no outstanding balance under the Credit Agreement at December 31, 2024. Because some of our outstanding debt is subject to variable interest rates, the recent rise in interest rates will potentially increase our overall debt service cost. If interest rates continue to rise globally, our cost of capital may increase in the future.
There was no outstanding balance under the Credit Agreement at December 31, 2025. 37 Because some of our outstanding debt is subject to variable interest rates, the recent rise in interest rates will potentially increase our overall debt service cost. If interest rates continue to rise globally, our cost of capital may increase in the future.
Summary for the Twelve Months Ended December 31, 2024 • Net sales were $1.3 billion, a decrease of 21.1% over the $1.7 billion in 2023; • Gross profit was $435.9 million, a 33.8% decrease from $658.2 million in 2023; • Gross profit margin was 33.2% compared to 39.6% in 2023; • Operating income decreased 79.9% to $50.4 million, or 3.8% of revenue, compared to $250.6 million, or 15.1% of revenue, in 2023; • Net income was $44.0 million, a decrease of 80.6% from the $227.2 million in 2023; • Earnings per share was $0.95 per diluted share, an 80.7% decrease from the $4.91 per diluted share in 2023; • We achieved $119.4 million of cash flow from operations.
Summary for the Twelve Months Ended December 31, 2024 • Net sales were $1.3 billion, a decrease of 21.1% over the $1.7 billion in 2023; • Gross profit was $435.9 million, a 33.8% decrease from $658.2 million in 2023; • Gross profit margin declined to 33.2% compared to 39.6% in 2023; • Operating income decreased 79.9% to $50.5 million, or 3.8% of net sales, compared to $250.6 million, or 15.1% of net sales, in 2023; • Net income was $44.0 million, a decrease of 80.6% from the $227.2 million in 2023; • Earnings per share was $0.95 per diluted share, a 80.6% decrease from the $4.9 per diluted share in 2023; • We achieved $119.4 million of cash flow from operations.
Based on balances at December 31, 2024, if the Chinese Yuan, the Taiwanese dollar, the Euro, and the British Pound Sterling were to weaken (or strengthen) by 1.0% against the U.S. dollar, we would experience currency transaction gain (or loss) of approximately $3.7 million (partially offset by any foreign currency hedges).
Based on balances at December 31, 2025, if the Chinese Yuan, the Taiwanese dollar, the Euro, and the British Pound Sterling were to weaken (or strengthen) by 1.0% against the U.S. dollar, we would experience currency transaction gain (or loss) of approximately $3.5 million (partially offset by any foreign currency hedges).
A discussion of our results of operations for the year ended December 31, 2024 compared to December 31, 2023 is included below.
A discussion of our results of operations for the year ended December 31, 2025 compared to December 31, 2024 is included below.
Short-term debt Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $146.0 million. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted and contain no restrictive covenants.
Short-term debt Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $150.3 million. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted and contain no restrictive covenants.
Based on our debt balances at December 31, 2024, an increase or decrease in interest rates by 1.0% for the year on our credit facilities would increase or decrease our annual interest rate expense by approximately $0.5 million, net of the amounts realized from our interest rate swaps.
Based on our debt balances at December 31, 2025, an increase or decrease in interest rates by 1.0% for the year on our credit facilities would increase or decrease our annual interest rate expense by approximately $0.6 million, net of the amounts realized from our interest rate swaps.
See “Risk Factors – Risks Related to our International Operations” in Part I, Item 1A of this Annual Report for additional information. Inflation Risk Inflation did not have a material effect on net sales or net income in fiscal year 2024. A significant increase in inflation could affect future performance.
See “Risk Factors – Risks Related to our International Operations ” in Part I, Item 1A of this Annual Report for additional information. Inflation Risk Inflation did not have a material effect on net sales or net income in fiscal year 2025. A significant increase in inflation could affect future performance.
For a discussion and comparison of the results of our operations for the year ended December 31, 2023 with the year ended December 31, 2022, refer to “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in our Form 10-K for the year ended December 31, 2023 filed with the SEC on February 9, 2024.
For a discussion and comparison of the results of our operations for the year ended December 31, 2024 with the year ended December 31, 2023, refer to “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in our Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025.
Cash capital expenditures in 2024 were approximately 5.6% of our net sales, inline with the Company’s target model of 5% to 9% of net sales. Going forward, over the long term, the Company expects capital expenditures to continue to be within the 5% to 9% of net sales target model range.
Cash capital expenditures in 2025 were approximately 5.3% of our net sales, inline with the Company’s target model of 5% to 9% of net sales. Going forward, over the long term, the Company expects capital expenditures to continue to be within the 5% to 9% of net sales target model range.
The unused and available credit under the various facilities as of December 31, 2024, was approximately $114.0 million, net of $31.4 million advanced under our foreign credit lines and $0.6 million credit used for import and export guarantee. Long-term debt The Company maintains a long-term credit facility (“Credit Agreement”).
The unused and available credit under the various facilities as of December 31, 2025, was approximately $119.6 million, net of $30.3 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 projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. As of December 31, 2024, the plan was underfunded and a liability of approximately $7.3 million was reflected in our consolidated financial statements as a noncurrent liability.
The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. As of December 31, 2025, the plan was underfunded and a liability of approximately $1.2 million was reflected in our consolidated financial statements as a noncurrent liability.
The amount recognized in accumulated other comprehensive income was a net loss of $40.8 million. If the British Pound Sterling were to (weaken) or strengthen by 1.0% against the U.S. dollar, we would experience currency translation liability (decrease) or increase of less than $0.2 million.
The amount recognized in accumulated other comprehensive income was a net loss of $33.4 million. If the British Pound Sterling were to (weaken) or strengthen by 1.0% against the U.S. dollar, we would experience currency translation liability (decrease) or increase by approximately $0.2 million.
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Baker Tilly US, LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.
As of December 31, 2024, restricted cash of $6.1 million was pledged as collateral for issuance of bank loans, bank acceptance notes, letters of credit, and funds held in escrow related to the Fortemedia acquisition. 37 Short-term investments As of December 31, 2024, we had short-term investments of approximately $7.5 million.
As of December 31, 2025, restricted cash of $5.1 million was pledged as collateral for issuance of bank loans, bank acceptance notes, letters of credit, and funds held in escrow related to the Fortemedia acquisition. Short-term investments As of December 31, 2025, we had short-term investments of approximately $9.8 million.
The weighted-average discount rate assumption used to determine benefit obligations as of December 31, 2024, was 4.7%. A 0.2% increase/(decrease) in the discount rate used to calculate the net period benefit cost for the year would reduce/increase annual benefit cost by less than $0.5 million.
The weighted-average discount rate assumption used to determine benefit obligations as of December 31, 2025, was 5.5%%. A 0.2% increase/(decrease) in the discount rate used to calculate the net period benefit cost for the year would reduce/increase annual benefit cost by approximately $0.2 million.
Capital expenditures and investments In 2024 and 2023, our total cash capital expenditures were approximately $73.0 million and $150.8 million, respectively. Our capital expenditures for these periods were primarily related to manufacturing expansion in both our assembly/test and wafer fabrication facilities.
Capital expenditures and investments In 2025 and 2024, our total cash capital expenditures were approximately $78.4 million and $73.0 million, respectively. Our capital expenditures for these periods were primarily related to manufacturing expansion in both our assembly/test and wafer fabrication facilities.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable. Ite m 9A . Controls and Procedures. Disclosure Controls and Procedures Our Chief Executive Officer, Keh-Shew Lu, and Chief Financial Officer, Brett R.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable. Ite m 9A . Controls and Procedures. Disclosure Controls and Procedures Our Chief Executive Officer, Gary Yu, and Chief Financial Officer, Brett R.
Net income attributable to common stockholders Net income attributable to common stockholders is net income less net income attributable to noncontrolling interest. 35 Results of Operations The following table sets forth, for the periods indicated, the percentage that certain items in the statements of income bear to net sales: Percent of Net Sales Twelve Months Ended December 31, 2024 2023 Net sales 100.0 % 100.0 % Cost of goods sold (66.8 ) (60.4 ) Gross profit 33.2 39.6 Total operating expense (29.4 ) (24.5 ) Income from operations 3.8 15.1 Interest income 1.4 0.8 Interest expense (0.2 ) (0.3 ) Foreign currency (loss) gain, net (0.5 ) (0.3 ) Unrealized (loss) gain on investments (0.0 ) 1.1 Other income 0.2 0.4 Income before income taxes and noncontrolling interest 4.8 16.7 Income tax provision (0.9 ) (2.8 ) Net income 3.9 13.9 Net (income) attributable to noncontrolling interest (0.5 ) (0.2 ) Net income attributable to common stockholders 3.4 13.7 The following discussion explains in greater detail our consolidated operating results and financial condition.
Results of Operations The following table sets forth, for the periods indicated, the percentage that certain items in the statements of income bear to net sales: Percent of Net Sales Twelve Months Ended December 31, 2025 2024 Net sales 100.0 % 100.0 % Cost of goods sold (68.8 ) (66.8 ) Gross profit 31.2 33.2 Total operating expense (28.8 ) (29.4 ) Income from operations 2.4 3.9 Interest income 1.9 1.4 Interest expense (0.2 ) (0.2 ) Foreign currency loss, net (0.9 ) (0.5 ) Unrealized gain (loss) on investments 1.9 - Impairment of equity investment (0.4 ) - Gain on disposal of subsidiary 0.9 - Other (expense) income (0.1 ) 0.2 Income before income taxes and noncontrolling interest 5.7 4.8 Income tax provision (1.0 ) (0.9 ) Net income 4.7 3.9 Net (income) attributable to noncontrolling interest (0.2 ) (0.5 ) Net income attributable to common stockholders 4.5 3.4 35 The following discussion explains in greater detail our consolidated operating results and financial condition.
A rise in interest rates could have an adverse impact upon our cost of working capital and our interest expense. As of December 31, 2024, our outstanding principal long-term debt was $20.7 and outstanding short-term debt was $31.4 million.
A rise in interest rates could have an adverse impact upon our cost of working capital and our interest expense. As of December 31, 2025, our outstanding principal long-term debt was $25.7 and outstanding short-term debt was $30.3 million.
The table below sets forth our revenue as a percentage of product revenue by end-user market: Twelve Months Ended December 31, End-Markets 2024 2023 2022 Industrial 23% 27% 27% Automotive 19% 19% 15% Computing 25% 23% 24% Consumer 19% 18% 19% Communications 14% 13% 15% Gross profit For the twelve months ended December 31, 2024, gross profit decreased approximately 33.8% when compared to the prior year, reflective of the lower revenue in 2024.
The table below sets forth our revenue as a percentage of product revenue by end-user market: Twelve Months Ended December 31, End-Markets 2025 2024 2023 Industrial 23% 23% 27% Automotive 19% 19% 19% Computing 27% 25% 23% Consumer 18% 19% 18% Communications 13% 14% 13% Gross profit For the twelve months ended December 31, 2025, gross profit increased approximately 6.1% when compared to the prior year, reflective of the increased revenue in 2025.
Income tax provision We recognized income tax expense of approximately $11.8 million for the twelve months ended December 31, 2024, and income tax expense of approximately $47.3 million for the twelve months ended December 31, 2023, resulting in effective income tax rates of 18.9% and 17.0%, respectively.
Income tax provision We recognized income tax expense of approximately $14.8 million for the twelve months ended December 31, 2025, and income tax expense of approximately $11.8 million for the twelve months ended December 31, 2024, resulting in effective income tax rates of 17.6% and 18.9%, respectively.
Cost of goods sold is also affected by inventory obsolescence if our inventory management is not efficient. 34 Selling, general, and administrative Selling, general, and administrative expenses relate primarily to compensation and associated expenses for personnel in general management, sales and marketing, information technology, engineering, human resources, procurement, planning and finance, and sales commissions, as well as outside legal, investor relations, accounting, consulting and other operating expenses.
Selling, general, and administrative Selling, general, and administrative expenses relate primarily to compensation and associated expenses for personnel in general management, sales and marketing, information technology, engineering, human resources, procurement, planning and finance, and sales commissions, as well as outside legal, investor relations, accounting, consulting and other operating expenses.
Financing Activities Net cash flows from financing activities for 2024 was approximately ($19.3) million, due primarily to the net reduction in our outstanding indebtedness of $7.6 million, taxes on net share settlements of $9.6 million, and net changes in noncontrolling interests of $2.1 million.
Financing Activities Net cash flows from financing activities for 2025 was approximately $(54.8) million, due primarily to repurchases of our common stock of $33.8 million, net changes in noncontrolling interests of $18.1 million, taxes on net share settlements of $4.3 million, and the net reduction in our outstanding indebtedness of $1.2 million.
In addition, cost of goods sold includes the cost of products that we purchase from other manufacturers and sell to our customers.
In addition, cost of goods sold includes the cost of products that we purchase from other manufacturers and sell to our customers. Cost of goods sold is also affected by inventory obsolescence if our inventory management is not efficient.
Discussion of Cash Flows Cash and cash equivalents, including restricted cash, decreased approximately $3.8 million to $314.7 million in 2024 from $318.5 million in 2023.
Discussion of Cash Flows Cash and cash equivalents, including restricted cash, increased approximately $57.6 million to $372.3 million in 2025 from $314.7 million in 2024.
The table below sets forth summary information from our statements of cash flows: Twelve Months Ended December 31, 2024 2023 Net cash and cash equivalents from operating activities $ 119,435 $ 280,914 Net cash and cash equivalents from investing activities (118,040 ) (158,322 ) Net cash and cash equivalents from financing activities (19,344 ) (144,723 ) Effect of exchange rate changes on cash and cash equivalents 14,190 (485 ) Change in cash and cash equivalents, including restricted cash $ (3,759 ) $ (22,616 ) Operating Activities Net cash flows from operating activities for 2024 was approximately $119.4 million, due primarily to $50.8 million of net income, $137.1 million in depreciation expense and amortization of intangible assets expense and $22.8 million from non-cash share-based compensation expense.
The table below sets forth summary information from our statements of cash flows: Twelve Months Ended December 31, 2025 2024 Net cash and cash equivalents from operating activities $ 215,513 $ 119,435 Net cash and cash equivalents from investing activities (116,178 ) (118,040 ) Net cash and cash equivalents from financing activities (54,811 ) (19,344 ) Effect of exchange rate changes on cash and cash equivalents 13,098 14,190 Change in cash and cash equivalents, including restricted cash $ 57,622 $ (3,759 ) Operating Activities Net cash flows from operating activities for 2025 was approximately $215.5 million, due primarily to $69.2 million of net income, $143.7 million in depreciation expense and amortization of intangible assets expense and $25.7 million from non-cash share-based compensation expense, and a net increase in cash attributable to changes in operating assets and liabilities of $36.5 million.
Our market focus is on high-growth, end-user applications in the following areas: • Industrial: embedded systems, precision controls, medical, clean energy, machine to machine, robotics, motor control, and AIoT; • Automotive: connected driving, comfort/style/safety, and electrification/powertrain; • Computing: cloud computing: server, AI server, storage, data centers, and edge AI; • Communications: smart phones, 5G networks, and enterprise networking; and • Consumer: IoT: wearables, home automation, home appliances, smart infrastructure, and charging solutions.
Our market focus is on high-growth, end-user applications in the following areas: • Automotive: connected driving, comfort/style/safety, electrification/powertrain; • Industrial: embedded systems, industrial automation, medical, energy management, smart buildings; • Computing: Artificial Intelligence (“AI”) data center including AI server, storage, and edge AI; • Consumer: Internet of things (“IoT”): wearables, home automation, home appliances, and charging solutions, and • Communications: smart phones, telecom, enterprise networking, smart infrastructure including space-based connectivity.
Operating expenses Operating expenses for the twelve months ended December 31, 2024 decreased approximately $22.2 million, or 5.4%, compared to the same period last year. Selling, general, and administrative expenses (“SG&A”) decreased approximately $24.0 million or 9.3%, compared to the same period last year.
Operating expenses Operating expenses for the twelve months ended December 31, 2025 increased approximately $41.6 million, or 10.8%, compared to the same period last year. Selling, general, and administrative expenses (“SG&A”) increased approximately $7.7 million or 3.3%, compared to the same period last year.
For the twelve months ended December 31, 2024, weighted-average sales price of the Company’s products decreased 14.9% and volumes decreased 7.3% when compared to the prior year.
For the twelve months ended December 31, 2025, weighted-average sales price of the Company’s products decreased 1.7% and volumes increased 15.0% when compared to the prior year. The decline in weighted-average sales price was primarily due to product mix.
The Company has recorded outside basis differences in the limited instances where they do not assert permanent reinvestment. As of December 31, 2024, our foreign subsidiaries held approximately $236.3 million of cash, cash equivalents and investments, of which approximately $76.7 million would be subject to foreign withholding tax if distributed outside the country in which the related earnings were generated.
As of December 31, 2025, our foreign subsidiaries held approximately $221.2 million of cash, cash equivalents, and investments, of which approximately $80.1 million would be subject to foreign withholding tax if distributed outside the country in which the related earnings were generated.
Average unit cost decreased 6.0% for the twelve months ended December 31, 2024, compared to the same period last year, due to the mix of the product being on lower margin/lower cost products, cost decreases from various foundries, as well as cost reductions from our own factories.
Average unit cost increased 1.3% for the twelve months ended December 31, 2025, compared to the same period last year, due to the mix of the product being on lower margin/lower cost products, as well as raw material price increases, including gold.
Critical Accounting Policies and Estimates The preparation of financial statements in conformity with generally accepted principles in the United States of America (“U.S.
See “Accounting for income taxes” below and Note 12 of “Notes to Consolidated Financial Statements” of this Annual Report for additional information. 38 Critical Accounting Policies and Estimates The preparation of financial statements in conformity with generally accepted principles in the United States of America (“U.S.
Summary for the Twelve Months Ended December 31, 2023 • Net sales were $1.7 billion, a decrease of 16.9% over the $2.0 billion in 2022; • Gross profit was $658.2 million, a 20.4% decrease from $827.2 million in 2022; • Gross profit margin declined 170 basis points to 39.6% compared to 41.3% in 2022; • Operating income decreased 38.6% to $250.6 million, or 15.1% of revenue, compared to $408.2 million, or 20.4% of revenue, in 2022; • Net income was $227.2 million, a decrease of 31.4% from the $331.3 million last year; • Earnings per share was $4.91 per diluted share, a 31.8% decrease from the $7.20 per diluted share in 2022; • We achieved $280.9 million of cash flow from operations.
Summary for the Twelve Months Ended December 31, 2025 • Net sales were $1.5 billion, an increase of 13.0% over the $1.3 billion in 2024; • Gross profit was $462.4 million, a 6.1% increase from $435.9 million in 2024; • Gross profit margin was 31.2% compared to 33.2% in 2024; • Operating income decreased 29.7% to $35.5 million, or 2.4% of net sales, compared to $50.5 million, or 3.8% of net sales, in 2024; • Net income was $66.1 million, an increase of 50.2% from the $44.0 million in 2024; • Earnings per share was $1.43 per diluted share, a 50.5% increase from the $0.95 per diluted share in 2024; • We achieved $215.5 million of cash flow from operations.
The increases were partially offset by a net decrease in operating assets and liabilities of $70.6 million, interest income from forward and collars of $10.4 million, gain on disposal of property, plant and equipment of $7.6 million, non-cash gains on investments of $0.3 million, and a decrease in deferred income taxes of $1.0 million.
These increases were partially offset by interest income from derivative financial instruments of $20.0 million, gain on disposal of property, plant and equipment of $0.6 million, non-cash gains on investments of $25.9 million, and a decrease in deferred income taxes of $7.5 million. Investing Activities Net cash flows from investing activities for 2025 was approximately $(116.2) million.
Gross profit margin for the twelve month periods ended December 31, 2024 and 2023, was 33.2% and 39.6%, respectively.
Gross profit margin for the twelve month periods ended December 31, 2025 and 2024, was 31.2% and 33.2%, respectively. The decrease in gross profit margin was primarily due to product mix and slower growth in the industrial end market.
We cannot make reasonable estimates of the amount and period in which our tax liabilities will be paid. See “Accounting for income taxes” below and Note 12 of “Notes to Consolidated Financial Statements” of this Annual Report for additional information.
We cannot make reasonable estimates of the amount and period in which our tax liabilities will be paid.
R&D is a priority of the company and new products and new technologies are a life blood, so these were held as consistent as possible. Amortization of acquisition-related intangibles increased approximately 8.0% reflecting the increase in the balance of intangible assets subject to amortization.
R&D is a priority of the company and new products and new technologies are a life blood, reflected in the increased spending, but staying relatively consistent as a percentage of net sales. Amortization of acquisition-related intangibles increased approximately 34.7% reflecting a full year of the increased amortization expense due to the acquisition of Fortemedia in October 2024.
The increase in the effective tax rate for 2024 compared to 2023 is primarily attributable to a decrease in overall pre-tax book income, the impact of the geographical mix of pre-tax income and the impact of changes to the outside basis difference in foreign subsidiaries where the Company does not assert permanent reinvestment.
The decrease in the effective tax rate for 2025 compared to 2024 is primarily attributable to an increase in overall pre-tax book income and the impact of the geographical mix of pre-tax income. Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of European and Asian subsidiaries.
Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of European and Asian subsidiaries. Any future distributions of foreign earnings will not be subject to additional U.S. income tax but may be subject to foreign withholding taxes.
Any future distributions of foreign earnings will not be subject to additional U.S. income tax but may be subject to foreign withholding taxes. The Company has recorded outside basis differences in the limited instances where they do not assert permanent reinvestment.
SG&A, as a percentage of net sales, was 17.8% and 15.5% for the twelve-month periods ended December 31, 2024 and 2023, respectively. Research and development expenses (“R&D”) was relatively flat compared to the previous year, declining $0.8 million. R&D, as a percentage of net sales, was 10.2% and 8.1% for the twelve-month periods ended December 31, 2024 and 2023, respectively.
R&D, as a percentage of net sales, was 10.9% and 10.2% for the twelve-month periods ended December 31, 2025 and 2024, respectively. The increases in R&D expense are related to increases in wages and benefits of approximately $9.3 million, marketing expense of approximately $6.2 million, depreciation and amortization of approximately $5.3 million, and supplies expense of approximately $2.3 million.
General Diodes Incorporated, together with its subsidiaries (collectively the “Company,” “we,” or “our” (Nasdaq: DIOD)), a Standard and Poor’s Smallcap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application-specific standard products within the broad discrete, logic, analog, and mixed-signal semiconductor markets. The Company serves the industrial, automotive, computing, communications, and consumer markets.
General Diodes Incorporated, together with its subsidiaries (collectively the “Company,” “we,” or “our” (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.
Investing Activities Net cash flows from investing activities for 2024 was approximately ($118.0) million. The Company invested approximately $73.0 million in property, plant, and equipment, primarily at its production facilities in Asia. In its continued growth efforts, the 38 Company invested approximately $56.7 million in acquisitions, net of cash received.
The Company invested approximately $78.4 million in property, plant, and equipment, primarily at its production facilities in Asia.
We had cash capital expenditures of $150.8 million, or 9.1% of net sales.
We had cash capital expenditures of $78.4 million, or 5.3% of net sales. Net cash flow was $57.6 million, which includes the net pay-down of $1.2 million of total debt.
Removed
The Company’s products include diodes; rectifiers; transistors; MOSFETs; SiC diodes and MOSFETs; protection devices; logic; voltage translators; amplifiers and comparators; sensors; and power management devices such as AC-DC converters, DC-DC switching, photocoupler, linear voltage regulators, voltage references, LED drivers, power switches, and voltage supervisors.
Added
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.
Removed
We also have timing and connectivity solutions including clock ICs, crystal oscillators, PCIe packet switches, multi-protocol switches, interface products, and signal integrity solutions for high-speed signals.
Added
Business Outlook and Factors Relevant to Our Results of Operations The Company ended 2025 with net sales growing 13% for the full year, which is the highest level of annual growth since 2021.
Removed
Net cash flow was a negative $22.6 million, which includes the net pay-down of $124.3 million of total debt. 33 Business Outlook and Factors Relevant to Our Results of Operations Fiscal year 2024 continued to be challenging as overall global demand environment remains challenging, especially in Europe and North America.
Added
Additionally, the fourth quarter of 2025 represented the fourth consecutive quarter of double-digit growth year-over-year, further highlighting the success of the Company’s design win initiatives and content expansion over the past year.
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In 2024 we were able to maintain our automotive and industrial mix percentage at 42 percent of total product revenue, which is a testament to the progress we have made on our new product and content expansion initiatives.
Added
The Company has continued to see demand improvements across all target markets and geographies, with the most significant growth for the full year driven by strength in the computing market for AI server-related applications as well as increases in our automotive and industrial end markets. 33 More recently, we have been strategically supporting key customers on new opportunities and orders specifically in the automotive and communications markets, while also further extending our design-in momentum across all end markets.
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Diodes enters the new year having strong POS in Asia for 2024, improved levels of channel inventory and a solid balance sheet combined with a committed focus on expanding growth in our target markets, especially the automotive and industrial markets, and capitalizing on new opportunities in AI-related applications.
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Net income attributable to common stockholders Net income attributable to common stockholders is net income less net income attributable to noncontrolling interest.
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Based on current data available, we expect 2025 to be a stronger year for Diodes than 2024. Additionally, with our past efforts to lower manufacturing costs and further develop our process technology and capabilities, combined with our hybrid manufacturing model, we have the available capacity to support future expected growth.
Added
The increase in SG&A was due to an increase in salaries and wages and freight and duty expense of approximately $18.3 million and $2.3 million respectively. The increase in salaries and wages in 2025 when compared to 2024 is partially related to a reversal of bonus accruals in 2024 for bonuses that were not paid.
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Our focus remains on prioritizing investments in the automotive and industrial markets, emphasizing our development of our analog and power discrete products that support all of the market segments we serve, and continuing to improve the quality and mix of our portfolio.
Added
The increase was partially offset by lower selling expenses of approximately $6.0 million, lower bad debt expense of approximately $5.9 million, and lower professional services expenses of approximately $1.5 million, including audit, consulting, and legal expenses. Research and development expenses (“R&D”) increased $28.1 million when compared to the same period last year.
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With our revenue contribution from auto and industrial remaining consistently above our target model, we are well positioned for growth and margin expansion as the market recovery broadens across our end markets in 2025 and beyond.
Added
Other (expense)/income 36 Interest income increased $10.0 million or 54.6% when compared to 2024 due to increased interest income received on derivative financial instruments. Interest expense was relatively flat from 2024 to 2025.
Removed
The decline in weighted-average sales price was primarily due to weaker end-user demand in the automotive and industrial markets which collectively comprised 42% and 46% of product revenue for the twelve months ended December 31, 2024 and 2023, respectively.
Added
The change in unrealized gain on investments in 2025 compared to 2024 was due to mark-to-market adjustments to adjust the value of the investments, including a $33.3 million increase in the value of the Company’s investment in Atlas. The Company recognized a gain of approximately $13.7 million related to the disposal of a subsidiary.
Removed
The decrease in gross profit margin was primarily due to the overall reduction in end-market demand driving our overall revenue down, continued inventory reductions by our customers, decreased customer demand in the automotive and 36 industrial markets which lowers the mix of our automotive and industrial revenue as a percentage of the total and lower utilization in our factories.
Added
During the the twelve months ended December 31, 2025, the Company recognized an impairment loss on an equity investment of $5.8 million, due to a decline in the value of the investment.
Removed
This decrease in gross profit margin includes an decrease in cost of goods sold related to a change in accounting estimate of $4.5 million, however cost of goods sold increased approximately $5.6 million related to total inventory reserves.
Added
For 2025 and 2024 our working capital was $878.6 million and $848.6 million, respectively. The Company’s working capital account balances reflect fluctuations from normal business activities.
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