What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-05-06 · 195 added, 143 removed, 788 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

2026 December 27,

2 unchanged sentences

Short-term investments 367 287

Trade receivables, less allowances of $ 79,896 and $ 77,073 at March 28, 2026 and December 27, 2025, respectively

Trade receivables, less allowances of $ 86,865 and $ 77,073 at June 27, 2026 and December 27, 2025, respectively

423,590 363,215

28 unchanged sentences

34,000,000 shares authorized;

shares issued, March 28, 2026– 27,251,066 ;

shares issued, June 27, 2026– 27,511,066 ;

December 27, 2025– 27,014,490

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

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

2026 March 29,

Three Months Ended Six Months Ended

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

2026 June 28,

2025 June 27,

2026 June 28,

Net sales $ 738,781 $ 613,413 $ 1,395,750 $ 1,167,720

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28,

Net income $ 89,405 $ 57,342 $ 164,552 $ 100,913

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Six Months Ended

(in thousands) June 27, 2026 June 28, 2025

OPERATING ACTIVITIES

32 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 3,035 ) 22,468

Decrease in cash, cash equivalents, and restricted cash ( 81,731 ) ( 106,181 )

Increase (decrease) in cash, cash equivalents, and restricted cash 64,772 ( 39,554 )

Cash, cash equivalents, and restricted cash at beginning of period 565,104 726,437

23 unchanged sentences

Balance at March 28, 2026 $ 266 $ 1,149,103 $ ( 338,758 ) $ ( 24,557 ) $ 1,728,010 $ 2,514,064

Net income — — — — 89,405 89,405

Other comprehensive loss, net of tax — — — ( 5,706 ) — ( 5,706 )

Stock-based compensation — 9,282 — — — 9,282

Withheld shares on restricted share units for withholding taxes — — ( 10,587 ) — — ( 10,587 )

Stock options exercised 2 40,936 — — — 40,938

Cash dividends paid ($ 0.75 per share)

— — — — ( 19,036 ) ( 19,036 )

Balance at June 27, 2026 $ 268 $ 1,199,321 $ ( 349,345 ) $ ( 30,263 ) $ 1,798,379 $ 2,618,360

Littelfuse, Inc.

14 unchanged sentences

Balance at March 29, 2025 $ 262 $ 1,056,077 $ ( 333,039 ) $ ( 108,764 ) $ 1,841,794 $ 425 $ 2,456,755

Net income — — — — 57,342 — 57,342

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

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

Non-controlling interest — ( 3,023 ) — — ( 57 ) 190 ( 2,890 )

Withheld shares on restricted share units for withholding taxes — — ( 4,011 ) — — — ( 4,011 )

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

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

Cash dividends paid ($ 0.70 per share)

— — — — ( 17,342 ) — ( 17,342 )

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

See accompanying Notes to Condensed Consolidated Financial Statements.

16 unchanged sentences

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three months ended March 28, 2026 and March 29, 2025:

Three Months Ended March 28, 2026

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 27, 2026 and June 28, 2025:

Three Months Ended June 27, 2026 Six Months Ended June 27, 2026

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Total Electronics

Segment Transportation

Segment Industrial

Electronics – Passive Products and Sensors $ 213,379 $ — $ — $ 213,379 $ 400,502 $ — $ — $ 400,502

5 unchanged sentences

Total $ 406,420 $ 182,411 $ 149,950 $ 738,781 $ 769,195 $ 352,792 $ 273,763 $ 1,395,750

Three Months Ended March 29, 2025

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

(in thousands) Electronics

1 unchanged sentence

Segment Industrial

Electronics – Semiconductor $ 158,289 $ — $ — $ 158,289

Segment Transportation

Segment Industrial

Electronics – Passive Products and Sensors $ 168,699 $ — $ — $ 168,699 $ 317,659 $ — $ — $ 317,659

Electronics – Semiconductor 166,967 — — 166,967 325,256 — — 325,256

Commercial Vehicle Products — 86,260 — 86,260 — 164,029 — 164,029

34 unchanged sentences

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at March 28, 2026 and December 27, 2025 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) March 28, 2026 December 27, 2025

The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 27, 2026 and December 27, 2025 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 27, 2026 December 27, 2025

Cash and cash equivalents $ 628,224 $ 563,391

61 unchanged sentences

Goodwill resulting from the Basler acquisition is expected to be deductible for tax purposes.

During the three months ended March 28, 2026, the Company made adjustments to reduce the fair value of intangible assets of $ 5.0 million, current liabilities of $ 3.2 million, inventories of $ 2.6 million, trade receivables of $ 2.1 million, property, plant, and equipment of $ 1.7 million, other long-term assets of $ 1.6 million, and increase in other current assets of $ 1.2 million.

During the six months ended June 27, 2026, the Company made adjustments to reduce the fair value of intangible assets of $ 5.0 million, current liabilities of $ 3.2 million, inventories of $ 2.6 million, trade receivables of $ 2.1 million, property, plant, and equipment of $ 1.7 million, other long-term assets of $ 1.6 million, and increase in other current assets of $ 1.2 million.

As a result of these adjustments, goodwill was increased by $ 8.6 million.

The Company paid $ 2.5 million of indebtedness as part of the purchase consideration during the three months ended March 28, 2026.

The Company paid $ 0.3 million and $ 2.8 million of indebtedness as part of the purchase consideration during the three and six months ended June 27, 2026, respectively.

As required by purchase accounting guidance, the Company recorded a $ 6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation.

The step-up is being amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026, as the acquired inventory is sold, and reflected as other non-segment costs.

The Company recognized a non-cash charge of $ 5.4 million to cost of goods sold during the three months ended March 28, 2026.

There is no future remaining amortization of this step-up of inventory as of March 28, 2026.

For the three months ended March 28, 2026, the Company recorded $ 0.5 million legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

The step-up was fully amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026 as the acquired inventory was sold and reflected as other non-segment costs, of which a non-cash charge of $ 5.4 million to cost of goods sold was recognized during the first quarter of 2026 and reflected as other non-segment costs.

For the six months ended June 27, 2026, the Company recorded $ 0.5 million legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

A total of $ 3.0 million of legal and professional fees related to the Basler acquisition was recognized since 2025.

23 unchanged sentences

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 three months ended March 29, 2025, the Company did not incur any legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

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

During the three and six months ended June 28, 2025, the Company did not incur any legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

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

3 unchanged sentences

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

For the Three Months Ended

(in thousands, except per share amounts) March 28, 2026 March 29, 2025

For the Three Months Ended For the Six Months Ended

(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 738,781 $ 648,941 $ 1,395,750 $ 1,236,461

4 unchanged sentences

Pro forma results presented above primarily reflect the following adjustments:

For the Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

For the Three Months Ended For the Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Amortization (a) $ — $ ( 2,583 ) $ — $ ( 5,165 )

2 unchanged sentences

Transaction costs (c) — — 495 ( 37 )

Income tax (expense) benefit of above items ( 1,399 ) 841

Income tax benefit (expense) of above items — 679 ( 1,399 ) 1,520

Total $ — $ ( 2,152 ) $ 4,429 $ ( 4,679 )

(a) The amortization adjustment for the three months ended March 29, 2025, primarily reflects amortization resulting from the measurement of intangibles at their fair values.

(b) The amortization of inventory adjustments reflects the reversal of the amount recognized during the three months ended March 28, 2026 and March 29, 2025.

The inventory adjustment related to the Basler acquisition is being amortized over three months as the inventory is sold.

(a) The amortization adjustment for the three and six months ended June 28, 2025, primarily reflects amortization resulting from the measurement of intangibles at their fair values.

(b) The amortization of inventory adjustments reflects the reversal of the amount recognized during the six months ended June 27, 2026 and June 28, 2025.

The inventory adjustment related to the Basler acquisition was fully amortized over three months as the inventory was sold during the first quarter of 2026.

The inventory adjustment related to the Dortmund Fab acquisition was fully amortized over two months as the inventory was sold during 2025.

(c) The transaction costs adjustment reflects the reversal of certain legal and professional fees related to the Basler and Dortmund acquisitions for the three months ended March 28, 2026 and March 29, 2025, respectively

The components of inventories at March 28, 2026 and December 27, 2025 were as follows:

(in thousands) March 28, 2026 December 27, 2025

(c) The transaction costs adjustment reflects the reversal of certain legal and professional fees related to the Basler and Dortmund acquisitions for the six months ended June 27, 2026 and June 28, 2025, respectively.

The components of inventories at June 27, 2026 and December 27, 2025 were as follows:

(in thousands) June 27, 2026 December 27, 2025

Raw materials $ 198,883 $ 186,662

4 unchanged sentences

Property, Plant, and Equipment, net

The components of net property, plant, and equipment at March 28, 2026 and December 27, 2025 were as follows:

(in thousands) March 28, 2026 December 27, 2025

The components of net property, plant, and equipment at June 27, 2026 and December 27, 2025 were as follows:

(in thousands) June 27, 2026 December 27, 2025

Land and land improvements $ 22,975 $ 24,088

3 unchanged sentences

Total $ 513,160 $ 540,640

The Company recorded depreciation expense of $ 19.0 million and $ 18.4 million for the three months ended March 28, 2026 and March 29, 2025, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Operations.

The Company recorded depreciation expense of $ 19.9 million and $ 19.4 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 38.8 million and $ 37.8 million for the six months ended June 27, 2026 and June 28, 2025, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Operations.

In addition, during the second quarter of 2026, the Company recognized fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment.

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

Goodwill and Other Intangible Assets

The amounts for goodwill and changes in the carrying value by segment for the three months ended March 28, 2026 were as follows:

The amounts for goodwill and changes in the carrying value by segment for the six months ended June 27, 2026 were as follows:

(in thousands) Electronics Transportation Industrial Total

8 unchanged sentences

Foreign currency translation adjustments ( 12,651 ) ( 1,275 ) ( 2,258 ) ( 16,184 )

Net goodwill as of March 28, 2026

Gross goodwill as of March 28, 2026

Net goodwill as of June 27, 2026

Gross goodwill as of June 27, 2026

1,008,254 240,467 343,356 1,592,077

Accumulated impairment losses as of March 28, 2026

Accumulated impairment losses as of June 27, 2026

( 296,576 ) ( 44,343 ) ( 47,297 ) ( 388,216 )

1 unchanged sentence

(a) The adjustments were related to the acquisition of Basler.

The components of intangible assets as of March 28, 2026 and December 27, 2025 were as follows:

As of March 28, 2026

The components of intangible assets as of June 27, 2026 and December 27, 2025 were as follows:

As of June 27, 2026

(in thousands) Gross

18 unchanged sentences

Total $ 145,000

During the three months ended March 28, 2026 and March 29, 2025, the Company recorded amortization expense of $ 16.5 million and $ 14.3 million, respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of March 28, 2026 was as follows:

During the three months ended June 27, 2026 and June 28, 2025, the Company recorded amortization expense of $ 14.7 million and $ 14.9 million, respectively.

During the six months ended June 27, 2026 and June 28, 2025, the Company recorded amortization expense of $ 31.2 million and $ 29.2 million, respectively.

Estimated annual amortization expense related to intangible assets with definite lives as of June 27, 2026 was as follows:

(in thousands)

3 unchanged sentences

Accrued Liabilities

The components of accrued liabilities as of March 28, 2026 and December 27, 2025 were as follows:

(in thousands) March 28, 2026 December 27, 2025

The components of accrued liabilities as of June 27, 2026 and December 27, 2025 were as follows:

(in thousands) June 27, 2026 December 27, 2025

Employee-related liabilities $ 107,717 $ 114,662

1 unchanged sentence

Other non-income taxes 8,821 7,960

Interest 6,308 7,069

Professional services 5,837 6,629

Restructuring liability 5,258 6,014

Deferred revenue 4,989 11,215

Professional services 5,590 6,629

Interest 3,129 7,069

Other customer reserves 2,089 2,874

6 unchanged sentences

Restructuring, Impairment, and Other Charges

The Company recorded restructuring, impairment, and other charges for the three months ended March 28, 2026 and March 29, 2025 as follows:

Three Months Ended March 28, 2026

(in thousands) Electronics Transportation Industrial Total

The Company recorded restructuring, impairment, and other charges for the three and six months ended June 27, 2026 and June 28, 2025 as follows:

Three Months Ended June 27, 2026 Six Months Ended June 27, 2026

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

Employee terminations $ 3,131 $ 1,372 $ 704 $ 5,207 $ 7,958 $ 3,413 $ 1,076 $ 12,447

Other restructuring charges 1,556 112 — 1,668 1,734 116 — 1,850

Total restructuring charges 4,687 1,484 704 6,875 9,692 3,529 1,076 14,297

Impairment 12,898 248 — 13,146 12,898 248 — 13,146

Total $ 17,585 $ 1,732 $ 704 $ 20,021 $ 22,590 $ 3,777 $ 1,076 $ 27,443

Three Months Ended March 29, 2025

(in thousands) Electronics Transportation Industrial Total

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

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

Employee terminations $ 1,100 $ 1,350 $ 24 $ 2,474 $ 5,904 $ 4,482 $ 436 $ 10,822

3 unchanged sentences

Total $ 1,107 $ 1,375 $ 24 $ 2,506 $ 6,558 $ 4,530 $ 437 $ 11,525

For the three months ended March 28, 2026, the Company recorded total restructuring charges of $ 7.4 million, primarily for employee termination costs.

For the three and six months ended June 27, 2026, the Company recorded total restructuring charges of $ 6.9 million and $ 14.3 million, respectively, primarily for employee termination costs.

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

For the three months ended March 29, 2025, the Company recorded total restructuring charges of $ 8.9 million, 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.

The restructuring reserves as of March 28, 2026 and December 27, 2025 were $ 7.1 million and $ 6.0 million, respectively, included within Accrued liabilities .

Additionally, $ 0.2 million and $ 0.3 million were included within Other long-term liabilities in the Condensed Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025, respectively.

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 for all businesses within the Transportation segment and for the semiconductor business within the Electronics segment.

In addition, 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.

The restructuring reserves as of June 27, 2026 and December 27, 2025 were $ 5.3 million and $ 6.0 million, respectively, included within Accrued liabilities .

Additionally, $ 0.2 million and $ 0.3 million were included within Other long-term liabilities in the Condensed Consolidated Balance Sheets as of June 27, 2026 and December 27, 2025, respectively.

The Company anticipates the remaining payments associated with employee terminations will primarily be completed during fiscal year 2026.

The carrying amounts of debt at March 28, 2026 and December 27, 2025 were as follows:

(in thousands) March 28, 2026 December 27, 2025

The carrying amounts of debt at June 27, 2026 and December 27, 2025 were as follows:

(in thousands) June 27, 2026 December 27, 2025

Revolving credit facility $ 200,000 $ 100,000

17 unchanged sentences

The principal balance of the revolving credit facility is due on the Maturity Date.

The revolving loan balances under the Credit Facility were $ 200.0 million as of March 28, 2026.

The revolving loan balances under the Credit Facility were $ 200.0 million as of June 27, 2026.

Prior to entering into the Credit Agreement, the Company paid off $ 100.0 million of the revolving loan and $ 3.8 million of the term loan under the Existing Credit Agreement during the first quarter of 2026.

6 unchanged sentences

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 March 28, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88 % on the hedged portion.

As of March 28, 2026, the Company had $ 1.2 million outstanding letters of credit and had $ 598.8 million of borrowing capacity available under the revolving credit facility.

As of March 28, 2026, the Company was in compliance with all covenants under the Credit Agreement.

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 27, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88 % with the hedge.

As of June 27, 2026, 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 27, 2026, the Company was in compliance with all covenants under the Credit Agreement.

Debt Issuance Cost

During the three months ended March 28, 2026, the Company incurred debt issuance costs of $ 2.2 million in connection with the newly amended and restated Credit Agreement completed on March 12, 2026 which, along with the remaining eligible balance of debt issuance costs of the previous credit facility, are being amortized over the 5 year life of the newly amended and restated Credit Agreement.

During the three and six months ended June 27, 2026, the Company incurred debt issuance costs of $ 2.2 million in connection with the newly amended and restated Credit Agreement completed on March 12, 2026 which, along with the remaining eligible balance of debt issuance costs of the previous credit facility, are being amortized over the 5 year life of the newly amended and restated 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.

16 unchanged sentences

Senior Notes due 2025 and 2030”) were funded.

During the first fiscal quarter of 2025, the Company paid off $ 50 million of U.S.

During the first quarter of 2025, the Company paid off $ 50 million of U.S.

Senior Notes, Series A, due 2025.

10 unchanged sentences

The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.

The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that

would substantially change the general business of the Company, and to incur liens.

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

As of March 28, 2026, the Company was in compliance with all covenants under the Senior Notes.

As of June 27, 2026, 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 noteholders 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 $ 10.5 million and $ 12.2 million for the three months ended March 28, 2026 and March 29, 2025, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Interest paid on all Company debt was $ 2.6 million and $ 5.6 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 13.1 million and $ 17.8 million for the six months ended June 27, 2026 and June 28, 2025, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.

Fair Value of Assets and Liabilities

12 unchanged sentences

Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets .

The Company sold its investment in Polytronics Technology Corporation Ltd.

("Polytronics") during the three months ended June 27, 2026 , with net proceeds of $ 7.4 million and is recognized in N et proceeds from sale of property, plant and equipment, and other in investing activities on the Condensed Consolidated Statement of Cash Flows.

Derivatives Designated as Hedging Instruments

2 unchanged sentences

For highly effective cash flow hedges, ASC 815 requires the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income.

No amount of ineffectiveness was recognized for the three months ended March 28, 2026.

No amount of ineffectiveness was recognized for the three and six months ended June 27, 2026.

The Company continues to assess the effectiveness of the hedges on an ongoing basis.

8 unchanged sentences

Under this method, the Company is allowed to recognize interest income from the spot‑forward differential on a straight‑line basis over the term of the swap agreement, and the spot‑forward differential is excluded from the assessment of hedge effectiveness.

For the three months ended March 28, 2026, the Company recorded a pre-tax unrealized gain on the cross-currency swaps of $ 2.3 million.

For the three and six months ended June 27, 2026, the Company recorded a pre-tax unrealized loss on the cross-currency swaps of $ 0.3 million and a pre-tax unrealized gain of $ 1.9 million, respectively.

The primary inputs into the valuation of the cross-currency swaps are interest rate yield curves, foreign exchange rates, cross-currency basis spreads, credit spreads and other market information.

The cross-currency swaps are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data.

As of March 28, 2026, the Company had outstanding cross-currency swap agreements designated as net investment hedges with an aggregate notional value of € 84.7 million on the pay leg and $ 100.0 million on the receive leg.

As of June 27, 2026, the Company had outstanding cross-currency swap agreements designated as net investment hedges with an aggregate notional value of € 84.7 million on the pay leg and $ 100.0 million on the receive leg.

Zero Cost Collar Agreement

26 unchanged sentences

March 4, 2026 May 3, 2027 17.6720 18.4047

March 31, 2026 June 7, 2027 18.0500 18.8600

May 4, 2026 June 28, 2027 17.6100 18.3250

June 2, 2026 August 2, 2027 17.3900 18.0824

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 months ended March 28, 2026, the Company recorded pre-tax unrealized losses on the collars of $ 4.0 million.

As of March 28, 2026, the Company estimates that approximately $ 3.2 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three and six months ended June 27, 2026, the Company recorded a pre-tax unrealized gain on the collars of $ 0.8 million and a pre-tax unrealized loss of $ 3.3 million, respectively.

As of June 27, 2026, the Company estimates that approximately $ 3.9 million of pre-tax gains 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 months ended March 28, 2026 .

No amount of ineffectiveness was included in net income for the three and six months ended June 27, 2026 .

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 months ended March 28, 2026 , the Company recorded a pre-tax unrealized gain on the interest rate swap of $ 0.8 million.

As of March 28, 2026, the Company estimates that approximately $ 1.9 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months.

For the three and six months ended June 27, 2026 , the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 0.1 million and a pre-tax unrealized gain of $ 0.7 million, respectively.

As of June 27, 2026, the Company estimates that approximately $ 2.2 million of pre-tax gains 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.

3 unchanged sentences

In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives.

As of March 28, 2026 and December 27, 2025, 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 March 28, 2026 December 27, 2025

As of June 27, 2026 and December 27, 2025, 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 27, 2026 December 27, 2025

Derivatives designated as hedging instruments

10 unchanged sentences

Other long-term assets 1,423 —

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three months ended March 28, 2026 and March 29, 2025 were as follows:

Three Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Operations March 28, 2026 March 29, 2025

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:

Three Months Ended Six Months Ended

(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Operations June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Derivatives designated as cash flow hedges

4 unchanged sentences

Cross-currency swap agreement Interest expense $ ( 255 ) $ — ( 352 ) $ —

The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 28, 2026 and March 29, 2025 were as follows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

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 27, 2026 and June 28, 2025 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Derivatives designated as cash flow hedges

6 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 March 28, 2026 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of March 28, 2026 and December 27, 2025, 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 March 28, 2026:

There we re no changes during the quarter ended June 27, 2026 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis.

As of June 27, 2026 and December 27, 2025, 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 27, 2026:

Fair Value Measurements Using

6 unchanged sentences

Cash equivalents $ 567,152 $ — $ — $ 567,152

Investments in equity securities 7,396 — — 7,396

Mutual funds 27,639 — — 27,639

15 unchanged sentences

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

The Company’s revolving and term loan debt facilities' fair values approximate book value at March 28, 2026 and December 27, 2025, 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 June 27, 2026 and December 27, 2025, 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 B, as of March 28, 2026 and December 27, 2025 were as follows:

March 28, 2026 December 27, 2025

The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series B, as of June 27, 2026 and December 27, 2025 were as follows:

June 27, 2026 December 27, 2025

(in thousands) Carrying

6 unchanged sentences

USD Senior Notes, due 2032 100,000 93,931 100,000 95,587

During the second quarter of 2026, the Company recorded non-cash fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment.

The related assets were measured at fair value on a nonrecurring basis using valuation techniques that incorporated significant unobservable inputs, which are classified within Level 3 of the fair value hierarchy.

Benefit Plans

2 unchanged sentences

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 Operations.

The components of net periodic benefit cost for the three months ended March 28, 2026 and March 29, 2025 were as follows:

For the Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

The components of net periodic benefit cost for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:

For the Three Months Ended For the Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Components of net periodic benefit cost:

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The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $ 25 million, representing approximately 31 % of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand.

In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in the third quarter of 2026 estimated between $ 6 million and $ 8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in the first quarter of 2027 estimated between $ 6 million and $ 8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.

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

The Company recorded expense of $ 0.8 million and $ 0.7 million for the three months ended March 28, 2026 and March 29, 2025 , respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Operations .

The pre-tax losses recognized in other comprehensive income (loss) for these plans were $ 0.3 million and $ 0.4 million for the three months ended March 28, 2026 and March 29, 2025, respectively.

The Company recorded expense of $ 0.7 million for both the three months ended June 27, 2026 and June 28, 2025 , respectively, and $ 1.5 million and $ 1.4 million for the six months ended June 27, 2026 and June 28, 2025 , respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Operations .

The pre-tax losses recognized in other comprehensive income (loss) for these plans were $ 0.4 million for both the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 0.7 million f or both the six months ended June 27, 2026 and June 28, 2025 , respectively.

Other Comprehensive Income (Loss)

1 unchanged sentence

(in thousands) Three Months Ended

March 28, 2026 Three Months Ended

March 29, 2025

June 27, 2026 Three Months Ended

June 28, 2025

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

5 unchanged sentences

Total change in other comprehensive income (loss) $ ( 6,551 ) $ 845 $ ( 5,706 ) $ 100,423 $ ( 2,510 ) $ 97,913

(in thousands) Six Months Ended

June 27, 2026 Six Months Ended

June 28, 2025

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

Defined benefit pension plan and other adjustments $ 986 $ 6 $ 992 $ 378 $ 25 $ 403

Cash flow hedges ( 2,597 ) ( 31 ) ( 2,628 ) 5,963 455 6,418

Foreign currency translation adjustments-Net investment hedge 1,934 ( 445 ) 1,489 — — —

Foreign currency translation adjustments (a) ( 25,994 ) 1,261 ( 24,733 ) 132,101 ( 3,412 ) 128,689

Total foreign currency translation adjustments ( 24,060 ) 816 ( 23,244 ) 132,101 ( 3,412 ) 128,689

Total change in other comprehensive income (loss) $ ( 25,671 ) $ 791 $ ( 24,880 ) $ 138,442 $ ( 2,932 ) $ 135,510

(a) The tax shown above within foreign currency translation adjustments is the U.S.

2 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 three months ended March 28, 2026 and March 29, 2025:

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 27, 2026 and June 28, 2025:

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

3 unchanged sentences

Activity in the period 992 ( 2,628 ) ( 23,244 ) ( 24,880 )

Balance at March 28, 2026 $ ( 12,171 ) $ 4,888 $ ( 17,274 ) $ ( 24,557 )

Balance at June 27, 2026 $ ( 11,695 ) $ 5,504 $ ( 24,072 ) $ ( 30,263 )

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

1 unchanged sentence

Activity in the period 403 6,418 128,689 135,510

Balance at March 29, 2025 $ ( 10,290 ) $ 1,889 $ ( 100,363 ) $ ( 108,764 )

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three months ended March 28, 2026 and March 29, 2025 were as follows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

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

Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

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 Operations.

The effective tax rate for the three months ended March 28, 2026 was 22.3 % compared to the effective tax rate for the three months ended March 29, 2025 of 27.3 %.

The effective tax rate for 2026 was lower than the effective tax rate for the

comparable 2025 period primarily due to lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter of 2026.

The effective tax rate for three months ended March 28, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S.

jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter.

The effective tax rate for the three months ended March 29, 2025 was higher than the statutory tax rate primarily due to losses in non-US jurisdictions with no related tax benefit.

The effective tax rate for the three and six months ended June 27, 2026 was 23.6 % and 23.0 %, respectively, compared to the effective tax rate for the three and six months ended June 28, 2025 of 26.7 % and 27.0 %, respectively.

The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 periods primarily due to lapses in the statute of limitations for previously unrecognized tax benefits and excess tax benefits for share based compensation recognized in 2026, as well as foreign exchange losses in non-U.S.

jurisdictions with no related tax benefit recognized in 2025.

The effective tax rate for three and six months ended June 27, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S.

jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits as well as excess tax benefits for share based compensation.

The effective tax rate for the three and six months ended June 28, 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.

Earnings Per Share

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

Three Months Ended

(in thousands, except per share amounts) March 28, 2026 March 29, 2025

Three Months Ended Six Months Ended

(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income as reported $ 89,405 $ 57,342 $ 164,552 $ 100,913

6 unchanged sentences

Diluted earnings per share $ 3.49 $ 2.30 $ 6.44 $ 4.05

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 39 and 340,710 for the three months ended March 28, 2026 and March 29, 2025, 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 329 and 429,709 for the three months ended June 27, 2026 and June 28, 2025, respectively, and 17,628 and 347,711 for the six months ended June 27, 2026 and June 28, 2025, 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").

The Company did not repurchase any shares of its common stock for the three months ended March 28, 2026.

During the three months ended March 29, 2025, the Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program.

The Company did not repurchase any shares of its common stock for the three and six months ended June 27, 2026.

The Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program during the first quarter of 2025.

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

Segment Information

26 unchanged sentences

Segment information is summarized as follows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Electronics $ 406,420 $ 335,666 $ 769,195 $ 642,915

18 unchanged sentences

Income before income taxes $ 117,064 $ 78,214 $ 213,795 $ 138,161

(a) Included in "Other" Operating income for the first fiscal quarter of 2026 was $ 7.4 million of restructuring charges primarily related to employee termination costs.

(a) Included in "Other" Operating income for the second quarter of 2026 was $ 6.9 million ($ 14.3 million year-to-date) of restructuring charges primarily related to employee termination costs.

During the second quarter of 2026, the Company recognized fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment.

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

In addition, during the first quarter of 2026, the Company recognized $ 1.2 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the first quarter of 2026, the Company recognized $ 5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.

Included in "Other" Operating income for the first quarter of 2025 was $ 8.9 million of restructuring charges primarily related to employee termination costs, and $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.

In addition, during the second quarter of 2026, the Company recognized $ 0.4 million ($ 1.5 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

During the first quarter of 2026, the Company recognized a $ 5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.

Included in "Other" Operating income for the second quarter of 2025 was $ 2.5 million ($ 11.4 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.

During the first quarter of 2025, the Company recognized $ 0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund acquisition, and $ 0.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.

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.

(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.

The Company’s depreciation and amortization expenses by segment for the three months ended March 28, 2026 and March 29, 2025 were as follows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

The Company’s depreciation and amortization expenses by segment for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Electronics $ 12,217 $ 12,552 $ 23,950 $ 23,962

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

(in thousands) March 28, 2026 March 29, 2025

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

United States $ 267,404 $ 219,480 $ 496,927 $ 417,858

5 unchanged sentences

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

(in thousands) March 28, 2026 December 27, 2025

(in thousands) June 27, 2026 December 27, 2025

Long-lived assets

7 unchanged sentences

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

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Six Months Ended

(in thousands) June 27, 2026 June 28, 2025

Additions to long-lived assets

9 unchanged sentences

Off-Balance Sheet Arrangements

As of March 28, 2026, the Company did not have any off-balance sheet arrangements, as defined under SEC rules.

As of June 27, 2026, 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 March 28, 2026.

There were no material pending litigation or claims outstanding as of June 27, 2026.

Related Party Transactions

9 unchanged sentences

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

Three Months Ended March 28, 2026 Three Months Ended March 29, 2025

Three Months Ended June 27, 2026 Three Months Ended June 28, 2025

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

1 unchanged sentence

Purchase of material/service from related party 0.4 0.1 2.8 0.6 0.5 1.4

March 28, 2026 December 27, 2025

Six Months Ended June 27, 2026 Six Months Ended June 28, 2025

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

Sales to related party $ 0.7 $ — $ — $ 0.6 $ — $ —

Purchase material/service from related party 0.9 0.2 5.0 1.1 0.7 3.3

June 27, 2026 December 27, 2025

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

Accounts receivable balance $ 0.1 $ — $ — $ — $ — $ —

1 unchanged sentence

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