What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-30 · 202 added, 162 removed, 763 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) June 28,

(in thousands, except share and per share data) September 27,

2025 December 28,

2 unchanged sentences

Short-term investments 290 976

Trade receivables, less allowances of $ 73,121 and $ 69,990 at June 28, 2025 and December 28, 2024, respectively

Trade receivables, less allowances of $ 78,392 and $ 69,990 at September 27, 2025 and December 28, 2024, respectively

373,827 294,371

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34,000,000 shares authorized;

shares issued, June 28, 2025– 26,861,528 ;

shares issued, September 27, 2025– 26,986,928 ;

December 28, 2024– 26,758,730

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

Three Months Ended Six Months Ended

(in thousands, except per share data) June 28,

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

(in thousands, except per share data) September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Net sales $ 624,640 $ 567,390 $ 1,792,360 $ 1,661,263

8 unchanged sentences

Interest expense 8,578 9,772 26,021 29,358

Foreign exchange loss (gain) 10,448 ( 315 ) 15,291 ( 5,357 )

Foreign exchange loss 175 9,630 15,466 4,273

Other income, net ( 6,053 ) ( 9,297 ) ( 14,020 ) ( 19,916 )

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

(in thousands) June 28,

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28,

Net income $ 69,522 $ 58,058 $ 170,435 $ 151,976

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

(in thousands) June 28, 2025 June 29, 2024

Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024

OPERATING ACTIVITIES

6 unchanged sentences

Stock-based compensation 21,733 21,428

Loss on investments and other assets 2,027 1,148

Loss (gain) on investments and other assets 2,095 ( 1,947 )

Deferred income taxes 490 ( 16,346 )

16 unchanged sentences

Payments of term loan ( 11,250 ) ( 3,750 )

Net proceeds (payments) related to stock-based award activities 552 ( 997 )

Net proceeds related to stock-based award activities 17,939 5,037

Repurchases of common stock, with excise tax ( 27,553 ) ( 40,862 )

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 20,868 ( 396 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 39,554 ) 6,173

Increase in cash, cash equivalents, and restricted cash 89,992 74,170

Cash, cash equivalents, and restricted cash at beginning of period 726,437 557,123

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Net income — — — — 57,342 — 57,342

Other comprehensive loss, net of tax — — — 97,913 — — 97,913

Other comprehensive income, net of tax — — — 97,913 — — 97,913

Stock-based compensation — 8,592 — — — — 8,592

2 unchanged sentences

Stock options exercised 1 2,482 — — — — 2,483

Repurchase of common stock, with excise tax — — 123 — — — 123

Excise tax adjustment on stock options exercised — — 123 — — — 123

Cash dividends paid ($ 0.70 per share)

1 unchanged sentence

Balance at June 28, 2025 $ 263 $ 1,064,128 $ ( 336,927 ) $ ( 10,851 ) $ 1,881,737 $ 615 $ 2,598,965

Net income — — — — 69,522 — 69,522

Other comprehensive loss, net of tax — — — ( 3,537 ) — — ( 3,537 )

Stock-based compensation — 8,286 — — — — 8,286

Non-controlling interest ( 24 ) 23 ( 1 )

Withheld shares on restricted share units for withholding taxes — — ( 1,824 ) — — — ( 1,824 )

Stock options exercised 1 19,208 19,209

Excise tax adjustment on stock options exercised — — 129 — — — 129

Cash dividends paid ($ 0.75 per share)

— — — — ( 18,634 ) — ( 18,634 )

Balance at September 27, 2025 $ 264 $ 1,091,622 $ ( 338,622 ) $ ( 14,388 ) $ 1,932,601 $ 638 $ 2,672,115

Littelfuse, Inc.

24 unchanged sentences

Balance at June 29, 2024 $ 262 $ 1,032,974 $ ( 305,136 ) $ ( 107,175 ) $ 1,844,204 $ 358 $ 2,465,487

Net income — — — — 58,058 — 58,058

Other comprehensive gain, net of tax — — — 56,393 — — 56,393

Stock-based compensation — 4,540 — — — — 4,540

Non-controlling interest — — — — ( 82 ) ( 38 ) ( 120 )

Withheld shares on restricted share units for withholding taxes — — ( 188 ) — — — ( 188 )

Stock options exercised — 6,222 — — — — 6,222

Excise tax adjustment on stock options exercised — — 65 — — — 65

Cash dividends paid ($ 0.70 per share)

— — — — ( 17,357 ) — ( 17,357 )

Balance at September 28, 2024 $ 262 $ 1,043,736 $ ( 305,259 ) $ ( 50,782 ) $ 1,884,823 $ 320 $ 2,573,100

See accompanying Notes to Condensed Consolidated Financial Statements.

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Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 28, 2025 and June 29, 2024:

Three Months Ended June 28, 2025 Six Months Ended June 28, 2025

The following tables disaggregate the Company’s revenue by primary business units for the three and nine months ended September 27, 2025 and September 28, 2024:

Three Months Ended September 27, 2025 Nine Months Ended September 27, 2025

(in thousands) Electronics

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Total $ 357,457 $ 171,311 $ 95,872 $ 624,640 $ 1,000,372 $ 512,573 $ 279,415 $ 1,792,360

Three Months Ended June 29, 2024 Six Months Ended June 29, 2024

Three Months Ended September 28, 2024 Nine Months Ended September 28, 2024

(in thousands) Electronics

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Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 28, 2025 and December 28, 2024 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

(in thousands) June 28, 2025 December 28, 2024

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at September 27, 2025 and December 28, 2024 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.

(in thousands) September 27, 2025 December 28, 2024

Cash and cash equivalents $ 814,733 $ 724,924

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Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No.

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No.

2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software." The amendments in this update require the entity to start capitalizing software costs when both of the following criteria are met:

(1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold").

The amendments clarify that the intangibles disclosures are not required for capitalized internal-use software costs.

Additionally, the amendments in this update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs.

The guidance is effective for fiscal years beginning after December 15, 2027 with early adoption permitted.

The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

2025-05, "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this update provide entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, the practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The guidance is effective for fiscal years beginning after December 15, 2025 with early adoption permitted.

The Company does not expect any material effect of the adoption of this guidance on the Company's Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The amendments require that at each interim and annual reporting period an entity (a) disclose the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas producing activities ("DD&A") included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (i)-(v); (b) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements (c) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively (d) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

not separately disaggregated quantitatively (d) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The adoption of this guidance will increase the Company's disclosures in its Consolidated Financial Statements.

The Company is currently evaluating the potential impact on the disclosures in the Company's Consolidated Financial Statements.

The Company is currently evaluating the potential impact on the disclosures in the Company's Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

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The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The adoption of this guidance will modify disclosures in the Company's Consolidated Financial Statements.

The adoption of this guidance will modify disclosures in the Company's Condensed Consolidated Financial Statements.

In October 2023, the FASB issued ASU No.

2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC.

The Company may

be affected by one or more of those amendments.

The Company may be affected by one or more of those amendments.

The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027.

The Company is currently evaluating the potential effects of these amendments on its Consolidated Financial Statements.

The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.

The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition.

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On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE.

The total purchase price for the Dortmund Fab is approximately € 94 million, of which a € 37.2 million down payment (approximately $ 40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and € 56.7 million (approximately $ 58.8 million) was paid at closing.

The total purchase price for the Dortmund Fab was approximately € 94 million, of which a € 37.2 million down payment (approximately $ 40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and € 56.7 million (approximately $ 58.8 million) was paid at closing.

The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.

The acquisition was funded with cash on hand.

The total purchase consideration of $ 95.9 million, net of cash acquired, has been allocated, on a preliminary basis, to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

The purchase consideration is subject to change for the final working capital adjustments.

The purchase price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process.

The primary areas not yet finalized relate to the completion of the valuation of certain acquired income tax assets and liabilities and personal property.

As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:

The total purchase consideration of $ 95.9 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:

(in thousands) Purchase Price

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The total impact of the adjustment to Cost of sales was $ 0.2 million in the three months ended June 28, 2025.

Included in the Company’s Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2025 were net sales of $ 13.4 million and $ 23.5 million, respectively, and loss before income taxes was $ 2.5 million and $ 2.4 million, respectively, since the December 31, 2024 acquisition of Dortmund Fab.

As required by purchase accounting guidance, the Company recorded a $ 0.5 million step-down of inventory to its fair value as of the acquisition date based on the preliminary valuation.

During the three months ended September 27, 2025, the Company recorded an additional measurement period adjustment to decrease other long-term liabilities and goodwill by $ 0.2 million accordingly.

Included in the Company’s Condensed Consolidated Statements of Net Income for the three and nine months ended September 27, 2025 were net sales of $ 12.9 million and $ 36.4 million, respectively, and loss before income taxes was $ 1.5 million and $ 3.9 million, respectively, since the December 31, 2024 acquisition of Dortmund Fab.

As required by purchase accounting guidance, the Company recorded a $ 0.5 million step-down of inventory to its fair value as of the acquisition date based on the valuation.

The step-down was fully amortized as a non-cash credit to cost of sales during the first fiscal quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.

During the six months ended June 29, 2024, the Company incurred approximately $ 0.1 million of legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Net Income.

During the nine months ended September 28, 2024, the Company incurred approximately $ 0.2 million of legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Net Income.

A total of $ 3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023.

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The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Dortmund Fab acquisition occurred as of December 31, 2023, or of future consolidated operating results.

For the Three Months Ended For the Six Months Ended

(in thousands, except per share amounts) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

For the Three Months Ended For the Nine Months Ended

(in thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net sales $ 624,640 $ 577,536 $ 1,792,360 $ 1,694,925

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

For the Three Months Ended For the Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

For the Three Months Ended For the Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Amortization of unfavorable production contract (a) $ — $ 567 $ — $ 1,702

4 unchanged sentences

Income tax (expense) benefit of above items — ( 73 ) 162 ( 231 )

(a) The amortization of the unfavorable production contract during the three and six months ended June 29, 2024 results from the fair value assigned to the unfavorable production contract liability that is amortized over four years.

(b) The amortization of the inventory step-down adjustment reflects the reversal of the amount recognized during the six months ended June 28, 2025, and the recognition of the amortization during the six months ended June 29, 2024.

(a) The amortization of the unfavorable production contract during the three and nine months ended September 28, 2024 results from the fair value assigned to the unfavorable production contract liability that is amortized over four years.

(b) The amortization of the inventory step-down adjustment reflects the reversal of the amount recognized during the nine months ended September 27, 2025, and the recognition of the amortization during the nine months ended September 28, 2024.

The inventory step-down was fully amortized over two months as the inventory was sold.

(c) The amortization adjustment for the three and six months ended June 29, 2024 primarily reflects amortization resulting from the measurement of intangibles at their fair values.

(d) The transaction costs adjustment reflects certain legal and professional fees for the six months ended June 28, 2025 and three and six months ended June 29, 2024, respectively.

The components of inventories at June 28, 2025 and December 28, 2024 were as follows:

(in thousands) June 28, 2025 December 28, 2024

(c) The amortization adjustment for the three and nine months ended September 28, 2024 primarily reflects amortization resulting from the measurement of intangibles at their fair values.

(d) The transaction costs adjustment reflects certain legal and professional fees for the nine months ended September 27, 2025 and three and nine months ended September 28, 2024, respectively.

The components of inventories at September 27, 2025 and December 28, 2024 were as follows:

(in thousands) September 27, 2025 December 28, 2024

Raw materials $ 185,918 $ 193,788

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Property, Plant, and Equipment, net

The components of net property, plant, and equipment at June 28, 2025 and December 28, 2024 were as follows:

(in thousands) June 28, 2025 December 28, 2024

The components of net property, plant, and equipment at September 27, 2025 and December 28, 2024 were as follows:

(in thousands) September 27, 2025 December 28, 2024

Land and land improvements $ 18,839 $ 17,593

3 unchanged sentences

Total $ 513,965 $ 477,068

The Company recorded depreciation expense of $ 19.4 million and $ 17.1 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 37.8 million and $ 33.7 million for the six months ended June 28, 2025 and June 29, 2024, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Net Income.

The Company recorded depreciation expense of $ 18.6 million and $ 17.3 million for the three months ended September 27, 2025 and September 28, 2024, respectively, and $ 56.4 million and $ 51.0 million for the nine months ended September 27, 2025 and September 28, 2024, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Net Income.

Goodwill and Other Intangible Assets

The amounts for goodwill and changes in the carrying value of goodwill by segment for the six months ended June 28, 2025 were as follows:

The amounts for goodwill and changes in the carrying value of goodwill by segment for the nine months ended September 27, 2025 were as follows:

(in thousands) Electronics Transportation Industrial Total

8 unchanged sentences

Foreign currency translation adjustments 58,108 5,442 6,665 70,215

Net goodwill as of June 28, 2025

Gross goodwill as of June 28, 2025

Net goodwill as of September 27, 2025

Gross goodwill as of September 27, 2025

1,022,300 241,368 185,157 1,448,825

Accumulated impairment losses as of June 28, 2025

Accumulated impairment losses as of September 27, 2025

— ( 44,285 ) ( 48,502 ) ( 92,787 )

1 unchanged sentence

(a) The additions resulted from the acquisition of Dortmund Fab.

The components of intangible assets as of June 28, 2025 and December 28, 2024 were as follows:

As of June 28, 2025

The components of intangible assets as of September 27, 2025 and December 28, 2024 were as follows:

As of September 27, 2025

(in thousands) Gross

12 unchanged sentences

Total $ 950,414 $ 468,296 $ 482,118

During the three months ended June 28, 2025 and June 29, 2024, the Company recorded amortization expense of $ 14.9 million and $ 15.7 million, respectively.

During the six months ended June 28, 2025 and June 29, 2024, the Company recorded amortization expense of $ 29.2 million and $ 31.6 million, respectively.

During the six months ended June 28, 2025, the Company recorded additions to intangible assets of $ 1.8 million related to the Dortmund Fab acquisition, the components of which were as follows:

During the three months ended September 27, 2025 and September 28, 2024, the Company recorded amortization expense of $ 15.0 million and $ 15.9 million, respectively.

During the nine months ended September 27, 2025 and September 28, 2024, the Company recorded amortization expense of $ 44.2 million and $ 47.4 million, respectively.

During the nine months ended September 27, 2025, the Company recorded additions to intangible assets of $ 1.8 million related to the Dortmund Fab acquisition, the components of which were as follows:

(in thousands)

2 unchanged sentences

Total $ 1,800

Estimated annual amortization expense related to intangible assets with definite lives as of June 28, 2025 was as follows:

Estimated annual amortization expense related to intangible assets with definite lives as of September 27, 2025 was as follows:

(in thousands)

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Accrued Liabilities

The components of accrued liabilities as of June 28, 2025 and December 28, 2024 were as follows:

(in thousands) June 28, 2025 December 28, 2024

The components of accrued liabilities as of September 27, 2025 and December 28, 2024 were as follows:

(in thousands) September 27, 2025 December 28, 2024

Employee-related liabilities $ 100,702 $ 67,639

1 unchanged sentence

Other non-income taxes 8,356 7,022

Interest 7,391 8,131

Professional services 5,773 6,613

Interest 4,578 8,131

Restructuring liability 4,158 4,624

Other customer reserves 3,666 3,450

Deferred revenue 3,113 1,557

Other customer reserves 2,917 3,450

Current benefit liability 1,514 1,514

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Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment, and other charges for the three and six months ended June 28, 2025 and June 29, 2024 as follows:

Three Months Ended June 28, 2025 Six Months Ended June 28, 2025

The Company recorded restructuring, impairment, and other charges for the three and nine months ended September 27, 2025 and September 28, 2024 as follows:

Three Months Ended September 27, 2025 Nine Months Ended September 27, 2025

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

4 unchanged sentences

Total $ 526 $ 1,107 $ — $ 1,633 $ 7,084 $ 5,637 $ 437 $ 13,158

Three Months Ended June 29, 2024 Six Months Ended June 29, 2024

Three Months Ended September 28, 2024 Nine Months Ended September 28, 2024

(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total

4 unchanged sentences

Total $ 1,235 $ 591 $ 14 $ 1,840 $ 6,479 $ 3,402 $ 448 $ 10,329

For the three and six months ended June 28, 2025, the Company recorded total restructuring charges of $ 2.5 million and $ 11.4 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and corporate support functions across all businesses within the Transportation segment and for the semiconductor business within the Electronics segment.

For the three and nine months ended September 27, 2025, the Company recorded total restructuring charges of $ 1.6 million and $ 13.0 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and corporate support functions for the semiconductor business within the Electronics segment and across all businesses within the Transportation segment.

In addition, during the first fiscal quarter of 2025, the Company recognized a $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.

For the three and six months ended June 29, 2024, the Company recorded total restructuring charges of $ 5.3 million and $ 7.6 million, respectively, primarily for employee termination costs.

For the three and nine months ended September 28, 2024, the Company recorded total restructuring charges of $ 1.8 million and $ 9.4 million, respectively, primarily for employee termination costs.

These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the semiconductor business in the Electronics segment and the reorganization of certain selling and administrative functions within the commercial vehicle business in the Transportation segment.

In addition, during the first fiscal quarter of 2024, the Company recognized a $ 0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.

The restructuring reserves as of June 28, 2025 and December 28, 2024 were $ 5.0 million and $ 4.6 million, respectively.

The restructuring liability as of June 28, 2025 was $ 4.7 million included within Accrued liabilities and $ 0.3 million within Other long-term liabilities in the Condensed Consolidated Balance Sheets.

The restructuring reserves as of September 27, 2025 and December 28, 2024 were $ 4.2 million and $ 4.6 million, respectively.

The restructuring liability as of September 27, 2025 was $ 4.2 million and is included within Accrued liabilities in the Condensed Consolidated Balance Sheets.

The Company anticipates the remaining payments associated with employee terminations will primarily be completed during fiscal year 2025.

The carrying amounts of debt at June 28, 2025 and December 28, 2024 were as follows:

(in thousands) June 28, 2025 December 28, 2024

The carrying amounts of debt at September 27, 2025 and December 28, 2024 were as follows:

(in thousands) September 27, 2025 December 28, 2024

Revolving credit facility $ 100,000 $ 100,000

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Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.

During the three and six months ended June 28, 2025, the Company made term loan payments of $ 3.8 million and $ 7.5 million, respectively.

The revolving loan and term loan balances under the Credit Facility were $ 100.0 million and $ 273.8 million, respectively, as of June 28, 2025.

During the three and nine months ended September 27, 2025, the Company made term loan payments of $ 3.8 million and $ 11.3 million, respectively.

The revolving loan and term loan balances under the Credit Facility were $ 100.0 million and $ 270.0 million, respectively, as of September 27, 2025.

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate.

The interest rate swap, with a notional value of $ 200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.

As of June 28, 2025, the effective interest rate on the unhedged portion of the outstanding borrowings under the credit facility was 5.68 %, and 4.13 % on the hedged portion.

As of June 28, 2025, the Company had $ 0.1 million outstanding letters of credit and had $ 599.9 million of borrowing capacity available under the revolving credit facility.

As of June 28, 2025, the Company was in compliance with all covenants under the Credit Agreement.

As of September 27, 2025, the effective interest rate on the unhedged portion of the outstanding borrowings under the credit facility was 5.26 %, and 4.13 % on the hedged portion.

As of September 27, 2025, the Company had $ 0.1 million outstanding letters of credit and had $ 599.9 million of borrowing capacity available under the revolving credit facility.

As of September 27, 2025, the Company was in compliance with all covenants under the Credit Agreement.

On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold € 212 million aggregate principal amount of senior notes in two series.

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In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage.

As of June 28, 2025, the Company was in compliance with all covenants under the Senior Notes.

As of September 27, 2025, the Company was in compliance with all covenants under the Senior Notes.

The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to note holders and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Interest paid on all Company debt was $ 5.6 million and $ 6.4 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 17.8 million and $ 19.6 million for the six months ended June 28, 2025 and June 29, 2024, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Interest paid on all Company debt was $ 11.1 million and $ 10.5 million for the three months ended September 27, 2025 and September 28, 2024, respectively, and $ 29.0 million and $ 30.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Fair Value of Assets and Liabilities

36 unchanged sentences

June 4, 2025 August 3, 2026 19.3100 20.3437

July 2, 2025 August 31, 2026 18.8500 19.8025

August 5, 2025 September 29, 2026 18.8500 19.8000

September 2, 2025 November 2, 2026 18.8100 19.8347

The fair value of the collars was determined using an independent third-party valuation model.

Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings.

For the three and six months ended June 28, 2025, the Company recorded pre-tax unrealized gains on the collars of $ 7.0 million and $ 9.4 million, respectively.

As of June 28, 2025, the Company estimates that approximately $ 5.8 million of pre-tax gain recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three and nine months ended September 27, 2025, the Company recorded pre-tax unrealized gains on the collars of $ 1.3 million and $ 10.7 million, respectively.

As of September 27, 2025, the Company estimates that approximately $ 7.1 million of pre-tax gain recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

The amounts included in accumulated other comprehensive income will be reclassified to earnings should the hedge no longer be considered effective.

No amount of ineffectiveness was included in net income for the three and six months ended June 28, 2025 .

No amount of ineffectiveness was included in net income for the three and nine months ended September 27, 2025 .

The Company will continue to assess the effectiveness of the hedge on an ongoing basis.

6 unchanged sentences

Pursuant to this model, c hanges in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss u ntil the underlying transactions are recognized in earnings.

For the three and six months ended June 28, 2025 , the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 1.1 million and $ 3.4 million, respectively.

As of June 28, 2025, the Company estimates that approximately $ 2.1 million of pre-tax gain recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three and nine months ended September 27, 2025 , the Company recorded a pre-tax unrealized loss on the

interest rate swap of $ 0.6 million and $ 4.0 million, respectively.

As of September 27, 2025, the Company estimates that approximately $ 1.7 million of pre-tax gain recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information.

4 unchanged sentences

The Company does not enter into derivative financial instruments for trading purposes.

As of June 28, 2025 and December 28, 2024, the fair values of the Company's derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:

(in thousands) Condensed Consolidated Balance Sheets Classification June 28, 2025 December 28, 2024

As of September 27, 2025 and December 28, 2024, the fair values of the Company's derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:

(in thousands) Condensed Consolidated Balance Sheets Classification September 27, 2025 December 28, 2024

Derivatives designated as hedging instruments

7 unchanged sentences

Other long-term liabilities — 2

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Net Income June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Net Income for the three and nine months ended September 27, 2025 and September 28, 2024 were as follows:

Three Months Ended Nine Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Net Income September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Derivatives designated as cash flow hedges

2 unchanged sentences

Zero cost collar agreement Selling, general, and administrative expenses ( 119 ) — 2 —

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 27, 2025 and September 28, 2024 were as follows:

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Derivatives designated as cash flow hedges

4 unchanged sentences

The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets in the Condensed Consolidated Balance Sheets .

There we re no changes during the quarter ended June 28, 2025 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of June 28, 2025 and December 28, 2024, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of June 28, 2025:

There we re no changes during the quarter ended September 27, 2025 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of September 27, 2025 and December 28, 2024, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

The following table presents assets measured at fair value by classification within the fair value hierarchy as of September 27, 2025:

Fair Value Measurements Using

24 unchanged sentences

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values.

The Company’s revolving and term loan debt facilities' fair values approximate book value at June 28, 2025 and December 28, 2024, as the rates on these borrowings are variable in nature.

The Company’s revolving and term loan debt facilities' fair values approximate book value at September 27, 2025 and December 28, 2024, as the rates on these borrowings are variable in nature.

The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill.

The Company utilizes Level 3 inputs in the determination of the initial fair value for certain assets acquired and liabilities assumed in business acquisitions.

The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series A and Series B, as of June 28, 2025 and December 28, 2024 were as follows:

June 28, 2025 December 28, 2024

The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series A and Series B, as of September 27, 2025 and December 28, 2024 were as follows:

September 27, 2025 December 28, 2024

(in thousands) Carrying

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The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other income, net in the Condensed Consolidated Statements of Net Income.

The components of net periodic benefit cost for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

For the Three Months Ended For the Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The components of net periodic benefit cost for the three and nine months ended September 27, 2025 and September 28, 2024 were as follows:

For the Three Months Ended For the Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Components of net periodic benefit cost:

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The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans.

The Company recorded expense of $ 0.7 million for each of the three months ended June 28, 2025 and June 29, 2024 , respectively, and $ 1.4 million for each of the six months ended June 28, 2025 and June 29, 2024, respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Net Income.

The pre-tax losses amount recognized in other comprehensive income (loss) for these plans were $ 0.4 million and $ 0.3 million for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 0.7 million and $ 0.6 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

The Company recorded expense of $ 0.8 million and $ 0.6 million for the three months ended September 27, 2025 and September 28, 2024 , respectively, and $ 2.2 million and $ 2.0 million for the nine months ended September 27, 2025 and September 28, 2024, respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Net Income.

The pre-tax losses amount recognized in other comprehensive income (loss) for these plans were $ 0.4 million and $ 0.3 million for the three months ended September 27, 2025 and September 28, 2024, respectively, and $ 1.1 million and $ 0.9 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Other Comprehensive Income (Loss)

1 unchanged sentence

(in thousands) Three Months Ended

June 28, 2025 Three Months Ended

June 29, 2024

September 27, 2025 Three Months Ended

September 28, 2024

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

3 unchanged sentences

Total change in other comprehensive income (loss) $ ( 3,877 ) $ 340 $ ( 3,537 ) $ 56,676 $ ( 283 ) $ 56,393

(in thousands) Six Months Ended

June 28, 2025 Six Months Ended

June 29, 2024

(in thousands) Nine Months Ended

September 27, 2025 Nine Months Ended

September 28, 2024

Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

7 unchanged sentences

and are not permanently reinvested.

The following tables set forth the changes i n the components of accumulated other comprehensive income (loss) by compon ent for the six months ended June 28, 2025 and June 29, 2024:

The following tables set forth the changes i n the components of accumulated other comprehensive income (loss) by compon ent for the nine months ended September 27, 2025 and September 28, 2024:

(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Foreign currency

3 unchanged sentences

Activity in the period 1,069 7,264 123,640 131,973

Balance at June 28, 2025 $ ( 10,106 ) $ 7,719 $ ( 8,464 ) $ ( 10,851 )

(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Foreign currency translation adjustments Accumulated other comprehensive loss

Balance at September 27, 2025 $ ( 9,440 ) $ 8,565 $ ( 13,513 ) $ ( 14,388 )

(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Foreign currency translation adjustments Accumulated other comprehensive (loss) income

Balance at December 30, 2023 $ ( 7,613 ) $ 4,448 $ ( 52,652 ) $ ( 55,817 )

Activity in the period 861 ( 6,389 ) 10,563 5,035

Balance at June 29, 2024 $ ( 6,943 ) $ 6,356 $ ( 106,588 ) $ ( 107,175 )

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Balance at September 28, 2024 $ ( 6,752 ) $ ( 1,941 ) $ ( 42,089 ) $ ( 50,782 )

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and nine months ended September 27, 2025 and September 28, 2024 were as follows:

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Pension and postemployment plans:

1 unchanged sentence

The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Net Income.

The effective tax rate for the three and six months ended June 28, 2025 was 26.7 % and 27.0 %, respectively, compared to the effective tax rate for the three and six months ended June 29, 2024 of 25.6 % and 19.6 %, respectively.

The effective tax rate for 2025 was higher than the effective tax rate for the comparable 2024 periods primarily due to increases in foreign exchange losses and losses in non-U.S.

The effective tax rate for the three and nine months ended September 27, 2025 was 26.6 % and 26.8 %, respectively, compared to the effective tax rate for the three and nine months ended September 28, 2024 of 25.3 % and 21.9 %, respectively.

The effective tax rate for 2025 was higher than the effective tax rate for the comparable 2024 periods primarily due to increases in losses in non-U.S.

jurisdictions with no related tax benefit, as compared to 2024.

The 2024 periods also recognized more favorable tax rate benefits due to lapses in the statute of limitations for previously unrecognized tax benefits, as compared to the 2025 periods.

The effective tax rates for three and six months ended June 28, 2025 were higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S.

The effective tax rate for three and nine months ended September 27, 2025 was higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S.

jurisdictions with no related tax benefit.

The effective tax rate for the three months ended June 29, 2024 was higher than the statutory tax rate primarily due to the proportion of pre-tax income that is earned in higher tax jurisdictions.

The effective tax rate for the six months ended June 29, 2024 was lower than the statutory tax rate primarily due to the lapse in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter.

On July 4, 2025, the United States has enacted into law the legislation formally titled “An Act to provide for reconciliation pursuant to title II of H.

The effective tax rate for the three and nine months ended September 28, 2024 was higher than the statutory tax rate primarily due to the proportion of pre-tax income that is earned in higher tax jurisdictions, partially offset by the lapse in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter.

On July 4, 2025, the United States enacted into law the legislation formally titled “An Act to provide for reconciliation pursuant to title II of H.

14,” and commonly referred to as the One Big Beautiful Bill Act (“OBBB”).

The OBBB contains multiple business tax provisions, including the permanent extension of several expiring provisions of the Tax Cuts and Jobs Act and multiple modifications to the international tax framework, for which the Company is currently evaluating the impact on its Condensed Consolidated Financial Statements.

The legislation has multiple effective dates with certain provisions soon to be effective in 2025 and others to be implemented in future years, and the Company will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBB and the bill’s potential effect on the Company’s income taxes.

The legislation has multiple effective dates with certain provisions effective in 2025 and others to be implemented in future years, and the Company determined the impact for the three and nine months ended September 27, 2025 is not significant.

The Company will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBB and the bill’s potential effect on the Company’s income taxes.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended Six Months Ended

(in thousands, except per share amounts) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Months Ended Nine Months Ended

(in thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net income as reported $ 69,522 $ 58,058 $ 170,435 $ 151,976

6 unchanged sentences

Diluted earnings per share $ 2.77 $ 2.32 $ 6.82 $ 6.07

Potential shares of common stock attributable to performance share units, stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 429,709 and 141,729 for the three months ended June 28, 2025 and June 29, 2024, respectively, and 347,711 and 129,096 for the six months ended June 28, 2025 and June 29, 2024, respectively.

Potential shares of common stock attributable to performance share units, stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 101,354 and 124,197 for the three months ended September 27, 2025 and September 28, 2024, respectively, and 322,843 and 136,635 for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Share Repurchase Program

On April 25, 2024, the Company's Board of Directors authorized a three-year program to repurchase up to $ 300.0 million in the aggregate of shares of the Company's stock for the period from May 1, 2024 to April 30, 2027 ("2024 program") to replace its previous 2021 program.

The Company did not repurchase any shares of its common stock for the three months ended June 28, 2025.

During th e six months ended June 28, 2025, t he Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program.

During the three and six months ended June 29, 2024, the Company repurchased 109,031 and 179,311 shares of its common stock totaling $ 24.7 million and $ 40.9 million, respectively, of which $ 38.9 million was pursuant to the 2021 program and $ 2.0 million was pursuant to the 2024 program.

The Company did no t repurchase any shares of its common stock for the three months ended

September 27, 2025.

During the nine months ended September 27, 2025, the Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program.

During the nine months ended September 28, 2024, the Company repurchased 179,311 shares of its common stock totaling $ 40.9 million, of which, $ 38.9 million was pursuant to the 2021 program and $ 2.0 million was pursuant to the 2024 program.

Segment Information

23 unchanged sentences

• Industrial Segment:

in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electric vehicle charging infrastructure, HVAC systems, non-residential construction, MRO, and mining.

Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use in various applications such as renewable energy and energy storage systems, industrial safety, factory automation, electric vehicle charging infrastructure, HVAC systems, non-residential construction, MRO, and mining.

The Company has provided this segment information for comparable prior periods.

Segment information is summarized as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Electronics $ 357,457 $ 304,188 $ 1,000,372 $ 900,932

15 unchanged sentences

Interest expense 8,578 9,772 26,021 29,358

Foreign exchange loss (gain) 10,448 ( 315 ) 15,291 ( 5,357 )

Foreign exchange loss 175 9,630 15,466 4,273

Other income, net ( 6,053 ) ( 9,297 ) ( 14,020 ) ( 19,916 )

Income before income taxes $ 94,716 $ 77,716 $ 232,877 $ 194,564

(a) Included in "Other" Operating income for the second fiscal quarter of 2025 was $ 2.5 million ($ 11.4 million year-to-date) of restructuring charges primarily related to employee termination costs.

(a) Included in "Other" Operating income for the third fiscal quarter of 2025 was $ 1.6 million ($ 13.1 million year-to-date) of restructuring charges primarily related to employee termination costs.

During the first quarter of 2025, the Company recognized a $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.

See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

In addition, during the second quarter of 2025, the Company recognized $ 1.5 million ($ 1.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the first quarter of 2025, the Company recognized a $ 0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.

Included in "Other" Operating income for the second quarter of 2024 was $ 5.3 million ($ 7.6 million year-to-date) of restructuring charges primarily related to employee termination costs.

In addition, during the third quarter of 2025, the Company recognized $ 1.4 million ($ 3.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and a $ 0.3 million loss related to the sale of the Marine business within the Transportation segment.

During the first quarter of 2025, the Company recognized $ 0.5 million of purchase accounting inventory step-down adjustments related to the Dortmund Fab acquisition.

Included in "Other" Operating income for the third quarter of 2024 was $ 1.8 million ($ 9.4 million year-to-date) of restructuring charges primarily related to employee termination costs, and $ 1.0 million ($ 2.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the first quarter of 2024, the Company recognized a $ 0.9 million impairment charge related to certain machinery and equipment in the commercial vehicle business within the Transportation segment.

See Note 7, Restructuring, Impairment, and Other Charges, for further discussion.

In addition, during the second quarter of 2024, the Company recognized $ 0.8 million ($ 1.8 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, partially offset by a gain of $ 0.7 million ($ 1.0 million year-to-date) recorded for the sale of two buildings within the Transportation segment.

During the third quarter of 2024, the Company recorded a gain of $ 0.5 million related to the sale of a land use right within the Electronics segment.

In addition, the Company recognized a gain of $ 1.0 million for the sale of two buildings within the Transportation segment during first half of 2024.

(b) Other segment operating expenses include cost of sales, selling, general, and administration expenses, and research and development expenses.

1 unchanged sentence

The CODM regularly assesses the performance of each operating segment focusing on each operating segment’s revenue and operating income.

Other segment operating expenses for the three and six months ended June 29, 2024 were included in order to adhere to the implementation of Accounting Standards Updates ("ASU") No.

Other segment operating expenses for the three and nine months ended September 28, 2024 were included in order to adhere to the implementation of Accounting Standards Updates ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures."

The Company’s depreciation and amortization expenses by segment for the three and six months ended June 28, 2025 and June 29, 2024 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The Company’s depreciation and amortization expenses by segment for the three and nine months ended September 27, 2025 and September 28, 2024 were as follows:

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Electronics $ 11,950 $ 10,143 $ 35,912 $ 30,089

7 unchanged sentences

The Company’s net sales by country were as follows, classified according to the country where the customer is located:

Three Months Ended Six Months Ended

(in thousands) June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Months Ended Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

United States $ 218,532 $ 211,940 $ 636,390 $ 604,198

5 unchanged sentences

The Company's long-lived assets were as follows:

(in thousands) June 28, 2025 December 28, 2024

(in thousands) September 27, 2025 December 28, 2024

Long-lived assets

7 unchanged sentences

The Company’s additions to net property, plant, and equipment by country were as follows:

Six Months Ended

(in thousands) June 28, 2025 June 29, 2024

Nine Months Ended

(in thousands) September 27, 2025 September 28, 2024

Additions to long-lived assets

9 unchanged sentences

Off-Balance Sheet Arrangements

As of June 28, 2025, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

As of September 27, 2025, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets.

27 unchanged sentences

Pending Litigation and Claims

There were no material pending litigation or claims outstanding as of June 28, 2025.

There were no material pending litigation or claims outstanding as of September 27, 2025.

Related Party Transactions

9 unchanged sentences

(“ATEC”), a supplier located in the Philippines that provides assembly and test services.

One of the Company's executive officers serves on the Board of Directors of ATEC.

Three Months Ended June 28, 2025 Three Months Ended June 29, 2024

Three Months Ended September 27, 2025 Three Months Ended September 28, 2024

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

1 unchanged sentence

Purchase material/service from related party 0.6 0.1 2.4 0.6 0.2 0.6

Six Months Ended June 28, 2025 Six Months Ended June 29, 2024

Nine Months Ended September 27, 2025 Nine Months Ended September 28, 2024

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

1 unchanged sentence

Purchase material/service from related party 1.7 0.8 5.7 3.0 0.6 3.5

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC

1 unchanged sentence

Accounts payable balance 0.3 — 0.9 0.7 0.1 0.7

Subsequent Events

On October 24, 2025, the Company entered into a Membership Interest Purchase Agreement with Basler Holdings, LLC, pursuant to which the Company has agreed to acquire all of the issued and outstanding membership interests of Basler Electric Company (“Basler”).

The purchase price is approximately $ 350 million in cash, subject to certain adjustments after closing.

The completion of the transaction is subject to certain customary closing conditions including regulatory approval.

Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center.

With three manufacturing facilities in Highland, IL, Taylor, TX and Piedras Negras, Mexico, Basler’s technologies regulate and protect mission-critical equipment for a broad and expanding customer base.

The business will be reported in the Company's Industrial segment.

The Company financed the transaction with cash on hand.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements