Diodes Incorporated (Nasdaq: DIOD) has priced a private placement of $325 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, according to a company statement.

The notes, offered exclusively to qualified institutional buyers under Rule 144A, are set to close on August 18, 2026, subject to customary conditions. Diodes has also granted initial purchasers an option to buy up to an additional $50 million in notes during a 13-day window following issuance.

Diodes estimates net proceeds of approximately $315.9 million, or roughly $364.6 million if the overallotment option is exercised in full, after deducting discounts, commissions, and offering expenses.

The company plans to use approximately $19.0 million of proceeds to fund capped call transactions and $35.0 million to repurchase roughly 0.36 million shares of common stock at $97.19 per share in privately negotiated transactions. The remainder is earmarked for general corporate purposes, including potential acquisitions.

The notes carry an initial conversion rate of 6.8594 shares per $1,000 principal amount, equating to an initial conversion price of approximately $145.79 per share — a 50% premium to the August 13, 2026 closing price of $97.19. The notes mature on August 15, 2031, and bear no regular interest.

Diodes may redeem the notes on or after August 20, 2029, if its common stock trades at or above 130% of the conversion price for at least 20 trading days within a 30-consecutive-trading-day period.

In connection with the offering, Diodes entered into capped call transactions intended to reduce potential dilution upon conversion. The cap price was set at $194.38 per share, representing a 100% premium to the August 13, 2026 closing price.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from registration requirements.