What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-25 · 71 added, 40 removed, 295 unchanged (27% of the section changed)

3 unchanged sentences

Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets.

Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality.

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and technology-driven applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data.

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We were incorporated in Delaware on August 28, 2009.

Our principal executive offices are located at 3 Great Valley Parkway, Suite 150, Malvern, PA 19355.

Our principal executive offices are located at 851 Duportail Road, 2nd Floor, Chesterbrook, PA 19087.

Our main telephone number is 484-321-5300.

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Specifically, we are focused on the following strategies:

Operationally Diversified

Growth-Focused Strategy

Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.

We use an operationally diversified strategy and structure to be close to our customers and to leverage our high-level engineering expertise to optimize and enhance the performance of our customers' solutions.

We seek to maximize the performance and value of our businesses by leveraging our accumulated experience, methodologies, and expertise in driving operational excellence across our functional areas, as well as in the allocation of capital and investment.

In the fourth quarter of 2025, we refined our business strategy to support the next phase on our path to achieve accelerated growth.

This strategic shift follows significant investments over the past several years to streamline and improve our operational and functional efficiencies and capabilities, positioning us to pursue fast growing, higher-volume opportunities driven by macro technological and industrial trends.

As part of this change in strategy, on November 4, 2025, we announced the expansion of our senior management team with two newly created executive positions:

Chief Business and Product Officer and Chief Operating Officer , both reporting to the Chief Executive Officer.

We believe these roles, along with related organizational changes, will enable us to accelerate growth by leveraging sales and operational capabilities across our business units through increased standardization of business processes, systems, and oversight.

We believe that these changes, combined with a company culture that emphasizes business execution, accountability and operational excellence, will lead to the development of higher added value products, faster time to market, and improved customer service, which in turn will contribute to growth in revenue and profitability.

Optimize Core Competence

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We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments:

Sensors Weighing Solutions Measurement Systems

VPG Foil Resistors VPG Transducers KELK

- VFR - Celtron Dynamic Systems Inc.

- Alpha Electronics - Revere DTS

-Powertron - Sensortronics Pacific Instruments

- APR - Tedea-Huntleigh Nokra

Micro-Measurements VPG Onboard Weighing

Weighing Solutions

Measurement Systems

VPG Foil Resistors

VPG Transducers

Dynamic Systems Inc.

- Alpha Electronics

- Sensortronics

Pacific Instruments

- Tedea-Huntleigh

Micro-Measurements

VPG Onboard Weighing

Business Segments and Products

Each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities, which are in line with our operationally diversified structure and strategy.

Each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.

VPG reports in three product segments:

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Our strain gage products, which include our advanced sensors, are resistive sensors that are attached to the surface of an object to determine the surface strain caused by an applied force.

Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM and in stress analysis applications for structural testing in the aviation, military and space, infrastructure, and construction markets, along with force measurement and weighing markets.

Typical applications of strain gages include test and measurement applications where the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge.

Strain gages are also used inside precision transducers where the magnitude of an applied force is the focus of the measurement.

Using strain gages attached to metal components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration.

Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM for forces sensing in markets such as industrial, weighing, medical and consumer, and in stress analysis applications for structural testing in markets as aviation, military and space, infrastructure, and construction markets.

Typical OEM applications are when strain gages are used inside precision transducers where the magnitude of an applied force is the focus of the measurement.

In stress analysis applications the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge.

Using strain gages bonded to metal, composite or other material components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration.

Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption.

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The heavy equipment market has begun to adopt load cell technology as process control and equipment control features for their products.

In some cases, these products use our strain gage products,

which serve as sensing elements and components within each unit.

In some cases, these products use our strain gage products, which serve as sensing elements and components within each unit.

Further integration of our load cell technology is also offered as part of our weighing module products, which provide customers with a complete sensor assembly that may be used within a wide variety of digital transducers.

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The Measurement Systems segment includes highly specialized systems for steel production, materials development, and safety testing.

This segment is comprised of our KELK, Nokra, DSI, Pacific Instruments and DTS businesses.

This segment is comprised of our KELK, DSI, Pacific Instruments and DTS businesses.

Our KELK business provides high accuracy and performance sensors and systems for the steel and aluminum industries, and within those industries, mainly for rolling mills.

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Our products are required to meet the most demanding requirements of the steel and aluminum industries, providing high accuracy and reliability under the most demanding harsh conditions of rolling mills.

Our Nokra business offers high-quality measurement and testing systems for use in manufacturing.

The systems measure and test geometric features such as length, width, thickness, profile, shape, and position.

Nokra’s laser-based measuring systems expand upon our existing KELK measurement and inspection solutions for steel and aluminum rolling mills, as well as for the metal processing industry around the world.

Through its Nokra product line, which was acquired on September 30, 2024, KELK develops and sells laser-based systems which measure and inspect geometric features including thickness, shape, and position of various metal products during manufacturing.

Our DSI business specializes in thermal-mechanical simulation systems for metallurgical research.

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Our principal manufacturing facilities are located in Israel, the United States, Canada, India, Germany, and Japan.

We also have manufacturing facilities in Sweden, the United Kingdom, the Republic of China (Taiwan), and France.

We also have manufacturing facilities in Sweden, the United Kingdom, the People’s Republic of China, the Republic of China (Taiwan), and France.

Over the past several years, we have invested substantial resources to increase capacity and to enhance automation in our plants, which we believe will further reduce production costs.

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The quality management system in our major foil resistors manufacturing site is certified against Aerospace Standard AS 9100.

Our third-party major load cells manufacturer as well as our third-party Onboard Weighing manufacturer have quality management systems certified to Automotive Standard IATF 16949.

Our major load cells manufacturer as well as our Onboard Weighing manufacturer have quality management systems certified to Automotive Standard IATF 16949.

Our DTS business unit, manufacturing data acquisition systems, data loggers and sensors for critical testing for aerospace, military, crash safety, is certified to ISO/IEC 17025 standard.

Compliance to this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results.

Compliance with this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results.

To maintain our cost competitiveness, we are pursuing our strategic initiatives to shift manufacturing emphasis to more advanced automation in higher-labor-cost regions and to relocate production to regions with skilled workforces and relatively lower labor costs.

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Some of the most highly specialized materials for our sensors are sourced from a single vendor.

We maintain a safety stock inventory of certain critical materials at our

We maintain a safety stock inventory of certain critical materials at our facilities.

We are taking steps to determine the use, source, and origin of any tin, tantalum, tungsten, or gold in our global product portfolio and, if appropriate, would work with our suppliers to remediate issues and source more responsibly.

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We have made a significant investment in securing intellectual property protection for our technology and products.

We seek to protect our technology by, among other things, filing patent applications for technology considered important to the development of our business.

We seek to protect our technology by, among other things, filing and maintaining patent applications for technology considered important to the development of our business.

Although we have numerous United States and foreign patents covering certain of our products and manufacturing processes, no particular patent is considered individually material to our business.

We also rely upon trade secrets, unpatented know-how, and continuing technological innovation.

We also rely upon confidential and proprietary information and processes including trade secrets, know-how, and continuing technological innovation.

Our ability to compete effectively with other companies depends, in part, on our ability to maintain the proprietary nature of our technology.

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Environmental, Social and Governance

As part of our launch of a corporate Environmental, Social and Governance ("ESG") program, we completed a materiality assessment, developed a multi-year ESG plan, and established an internal scorecard with short and long-term objectives.

The implementation of our multi-year ESG plan continues to be on track as evidenced by our actions over the past year, which include the issuance of the first VPG Sustainability Report in October 2024 that details its risks and opportunities, further measurement and progress on material ESG topics during 2022-2023 that culminated in the capture and reporting of Scope 1 and Scope 2 emissions using the latest Greenhouse Gas (GHG) Protocol.

The implementation of our multi-year ESG plan continues to be on track as evidenced by our actions over the past year, which include update of ESG key performance indicators and targets and the issuance of our Corporate Social Responsibility and Involvement Policy, Customer Health and Safety, Product Use and End of Life Policy, and Independent Director Stock Ownership Guidelines and update of our Global Code of Business Conduct and Ethics.

Our multi-year ESG plan is reviewed yearly and remains built on four pillars:

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The following table sets forth certain information regarding our executive officers as of February 27, 2026:

Name Age Positions

Ziv Shoshani 58 Chief Executive Officer, President, and Director

Clancy 62 Executive Vice President and Chief Financial Officer

Amir Tal 55 Executive Vice President and Chief Accounting Officer

Chief Executive Officer, President, and Director

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Accounting Officer

Executive Vice President and Chief Business & Product officer

Executive Vice President and Chief Operating Officer

Ziv Shoshani is our Chief Executive Officer and President, and also serves on the Board of Directors.

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Tal holds a bachelor’s degree in economics and business administration from the University of Haifa and an MBA from Bar Ilan University.

Before that Mr.

Tal was with Vishay Intertechnology where he served six years mainly as Senior Director, Group Controller for Measurement Group’s Divisions.

Yair Alcobi is our Chief Business and Products Officer.

Alcobi was appointed by the Board of Directors to such position effective October 30, 2025.

In his role Mr.

Alcobi oversees sales, marketing, product strategy, and business development.

Alcobi brings over 25 years of senior level management experience with both private and public industrial technology businesses to his new role.

Alcobi held significant leadership positions at notable semiconductor test and industrial technology companies.

Alcobi served as CEO at Highcon,2024 to October, 2025.

From 2022 to 2024 Mr.

Alcoby served as CEO at XJet Ltd, before that Mr.

Alcobi served as President, PCB Division, KLA from 2018 until 2022.

Alcobi holds a BSc in Mechanical Engineering from the Technion – Israel Institute of Technology, and an Executive MBA from Haifa University, as well as having completed executive programs at Stanford Graduate School of Business and the Technion Institute of Management.

Rafi Ouzan is our Chief Operating Officer.

Ouzan was appointed by the Board of Directors to such position effective October 30, 2025.

In his new role Mr.

Ouzan is responsible for overseeing and integrating the company’s operations, including quality management and supply chain optimization across all manufacturing sites.

Ouzan, served as the Senior Vice President and Division Head of Weighing Solutions at VPG between 2022 to 2025, brings more than 30 years of management experience to this new role.

Previously, between 2008 to 2021, Mr.

Ouzan served as VPG’s Vice President of the Force Sensors Division.

Before that Mr.

Ouzan was with Vishay Intertechnology where he served as Vice President, Force Sensors Division and held various positions including as Vice President, Operations and Operations Manager, Load Cell Division.

Ouzan holds a bachelor's degree in material engineering and an MBA, each, from Ben-Gurion University.

Company Information and Website

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The website contains information about us and our operations.

Copies of each of our filings with the SEC on Form 10-K, Form 10-Q, Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.

Copies of each of our filings with the SEC including those on Form 10-K, Form 10-Q, Form 8-K, our proxy statements, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.

To view the reports, access http://ir.vpgsensors.com and click on “Financials”/ “SEC Filings.”

The following corporate governance related documents, as may be amended from time to time, are also available on our website:

The following corporate governance related documents and policies, as may be amended from time to time, are also available on our website:

Compensation Committee Charter

1 unchanged sentence

Audit Committee Charter

• Global Code of Business Conduct

Global Code of Business Conduct and Ethics

Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller

3 unchanged sentences

Supplier Code of Conduct

VPG Independent Director Stock Ownership Guidelines

Corporate Social Responsibility and Involvement Policy

Information Security Report

8 unchanged sentences

Vishay Precision Group, Inc.

3 Great Valley Parkway, Suite 150

Malvern, PA 19355

851 Duportail Road, 2 nd Floor,

Chesterbrook, PA 19087

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-K

Item 1. Business