What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-25 · 530 added, 325 removed, 1213 unchanged (41% of the section changed)

42 unchanged sentences

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

21 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents Filed as part of Form 10-K

i) Financial Statements

Documents Filed as part of Form 10-K

Financial Statements

The Consolidated Financial Statements for the year ended December 31, 2025 are filed herewith.

See index to the Consolidated Financial Statements on page F-1 of this report.

ii) Financial Statement Schedules

Financial Statement Schedules

All financial statement schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

iii) Exhibits

Amended and Restated Certificate of Incorporation of Vishay Precision Group, Inc., effective June 25, 2010 (previously filed as an exhibit to the Registrant’ s Current Report on Form 8-K filed with the SEC on July 1, 2010 and incorporated herein by reference).

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(previously filed as an exhibit to the Registrant’ s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).

10.14 Stock Purchase Agreement, dated November 1, 2019, by and among Vishay Precision Group, Inc., DSI Holdings DE Inc., the sellers identified therein, and HCI Equity Partners III, L.P., not individually but solely in its capacity as the representative of the Sellers (previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2019 and incorporated herein by reference).

Lease Agreement between Vishay Advanced Technologies Ltd and Mega Or Holdings Ltd, dated February 17, 2019 (previously filed as Exhibit 10.1 to the Registrant’ s Current Report on Form 8-K filed with the SEC on January 19, 2019 and incorporated herein by reference).

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Amendment to Employment Agreement, dated March 4, 2021, by and between the Company and Amir Tal (previously filed as Exhibit 10.3 to the Registrant’ s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2021 and incorporated herein by reference).

10.37 Stock Purchase Agreement, dated June 1, 2021, by and among Vishay Precision Group, Inc., Diversified Technical Systems, Inc., the sellers identified therein, the guarantors identified therein, and Timothy J.

Kippen, not individually but solely in its capacity as the representative of the Sellers and Guarantors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2021 and incorporated herein by reference).

Form of Stock Option Agreement under the Vishay Precision Group, Inc.

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Vishay Precision Group, Inc.

Insider Trading Policy

Insider Trading Policy (previously filed as exhibit 19.1 to the Registrant ’ s Annual Report on Form 10-K filed with the SEC on February 25, 2025).

List of Subsidiaries.

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Vishay Precision Group, Inc.

Dodd-Frank Clawback Policy, effective October 2, 2023.

Dodd Frank Clawback Policy (previously filed as exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2025).

Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2025, furnished in XBRL (eXtensible Business Reporting Language)).

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President and Chief Executive Officer

P OWER OF A TTORNEY

POWER OF ATTORNEY

Vishay Precision Group, Inc., a Delaware corporation, and each person whose signature appears below constitutes and appoints each of Ziv Shoshani and William M.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated below.

Signature Title Date

/s/ Ziv Shoshani Chief Executive Officer and Director February 25, 2025

Ziv Shoshani (Principal Executive Officer)

/s/ Ziv Shoshani

President and Chief Executive Officer and Director

February 27, 2026

(Principal Executive Officer)

/s/ William M.

Clancy Executive Vice President & Chief Financial Officer February 25, 2025

Clancy (Principal Financial and Accounting Officer)

Reibstein Director February 25, 2025

/s/ Marc Zandman Director February 25, 2025

Executive Vice President & Chief Financial Officer

February 27, 2026

(Principal Financial and Accounting Officer)

February 27, 2026

/s/ Timothy V.

Talbert Director February 25, 2025

/s/ Janet Clarke Director February 25, 2025

/s/ Bruce Lerner Director February 25, 2025

/s/ Sejal Shah Gulati Director February 25, 2025

February 27, 2026

/s/ Kobi Altman

February 27, 2026

/s/ Sejal Shah Gulati

February 27, 2026

Sejal Shah Gulati

/s/ Erez Lorber

Director February 25, 2025

February 27, 2026

/s/ Nava Swersky Sofer

Director February 25, 2025

February 27, 2026

Nava Swersky Sofer

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income ( L oss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Equity

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – DSI and Onboard Weighing Reporting Units — Refer to Notes 1 and 5 to the Financial Statements

Goodwill – DSI Reporting Unit — Refer to Notes 1 and 4 to the Financial Statements

Critical Audit Matter Description

The Company's quantitative goodwill impairment test involves the comparison of the fair value of each reporting unit or asset to its carrying value.

In estimating the fair value of the DSI and Onboard Weighing reporting units, the Company used the income approach to evaluate the estimated fair value of the reporting units.

The Company's quantitative goodwill impairment test involves the comparison of the fair value of each reporting unit to its carrying value.

In estimating the fair value of the DSI reporting unit, the Company used the income approach to evaluate the estimated fair value of the reporting unit.

The income approach to valuation requires management to make significant estimates and assumptions related to future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting units.

The carrying value of goodwill as of December 31, 2024, for the DSI and Onboard Weighing reporting units is $16.9 million and $6.3 million, respectively.

The fair value of the DSI and Onboard Weighing reporting units exceed the carrying value, therefore, no impairment was recognized.

We identified goodwill for the DSI and Onboard Weighing reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value and carrying value.

Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting unit.

The carrying value of goodwill as of December 31, 2025, for the DSI reporting unit is $16.9 million.

The fair value of the DSI reporting unit exceeds the carrying value, therefore, no impairment was recognized.

We identified goodwill for the DSI reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value and carrying value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, profitability, working capital requirements and selection of the discount and long term growth rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates used by management to estimate the fair value of the DSI and Onboard Weighing reporting units included the following, among others:

• We tested the effectiveness of controls over management’s impairment evaluation, including those over the determination of the fair value of the DSI and Onboard Weighing reporting units, such as controls related to management’s forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

Our audit procedures related to forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates used by management to estimate the fair value of the DSI reporting unit included the following, among others:

We tested the effectiveness of controls over management’s impairment evaluation, including those over the determination of the fair value of the DSI reporting unit, such as controls related to management’s forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

We evaluated management’s ability to accurately forecast operating performance by comparing actual results to management’s historical forecasts.

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With the assistance of our fair value specialists, we evaluated the valuation methodologies and the reasonableness of the discount and long term growth rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate and long term growth rates selected by management.

In addition, we tested management's reconciliation of the fair value of all the reporting units to the market capitalization of the Company.

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

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(In thousands, except share amounts)

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Current assets:

Cash and cash equivalents

$ 87,366 $ 79,272

Accounts receivable, net of allowances for credit losses of $ 523 and $ 510 , respectively

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Raw materials

32,760 33,013

Work in process

25,794 27,187

Finished goods

Inventories 84,160 88,139

24,269 23,960

82,823 84,160

Prepaid expenses and other current assets

20,425 17,088

Assets held for sale

Total current assets

246,962 236,949

Property and equipment:

Land 2,316 4,154

Buildings and improvements

78,737 68,125

Machinery and equipment

Software 10,351 9,619

137,230 132,938

11,692 10,351

Construction in progress

Accumulated depreciation

( 158,123 ) ( 145,475 )

Property and equipment, net

Goodwill 46,819 45,734

76,080 79,501

47,367 46,819

Intangible assets, net

38,227 41,815

Operating lease right-of-use assets

Other assets 21,535 20,547

Total assets $ 450,935 $ 471,566

22,892 24,316

24,361 21,535

$ 455,889 $ 450,935

Continues on the following page

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(In thousands, except share amounts)

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Liabilities and equity

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Trade accounts payable

$ 10,530 $ 9,890

Payroll and related expenses

19,569 18,546

Other accrued expenses

Income taxes 880 4,524

20,833 19,725

Current portion of operating lease liabilities

Total current liabilities

55,279 53,039

Long-term debt

20,583 31,441

Deferred income taxes

Operating lease liabilities

19,547 19,928

Other liabilities

14,200 14,193

Accrued pension and other postretirement costs

Total liabilities

119,662 129,075

Commitments and contingencies

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1,022,887 shares outstanding as of December 31, 2025 and December 31, 2024

Treasury stock, at cost - 1,137,995 shares held at December 31, 2024 and 893,293 shares held at December 31, 2023

Treasury stock, at cost - 1,137,995 shares held at December 31, 2025 and December 31, 2024

( 25,335 ) ( 25,335 )

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( 144 ) ( 107 )

336,227 321,860

Total liabilities and equity

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$ 307,202 $ 306,522 $ 355,048

Net revenues $ 306,522 $ 355,048 $ 362,580

Costs of products sold

Gross profit 125,532 150,342 149,602

187,772 180,990 204,706

119,430 125,532 150,342

Selling, general, and administrative expenses

109,637 107,505 106,828

Acquisition costs

Gain on asset held for sale

( 5,544 ) — —

Restructuring costs

1,490 1,062 1,560

Operating income

13,847 16,864 41,954

Other income (expense):

Interest expense

Other 3,212 456 3,558

( 1,937 ) ( 2,512 ) ( 3,974 )

( 3,114 ) 3,212 456

Other income (expenses)

( 5,051 ) 700 ( 3,518 )

Income before taxes

8,796 17,564 38,436

Income tax expense

Net earnings 9,834 26,010 36,553

net (loss) earnings attributable to noncontrolling interests ( 77 ) 303 490

3,454 7,730 12,426

5,342 9,834 26,010

net earnings (loss) attributable to noncontrolling interests

49 ( 77 ) 303

Net earnings attributable to VPG stockholders

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$ 5,342 $ 9,834 $ 26,010

Net earnings $ 9,834 $ 26,010 $ 36,553

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

7,512 ( 9,653 ) 2,227

Pension and other postretirement actuarial items

Other comprehensive income (loss), net of tax ( 10,028 ) 2,031 ( 5,892 )

Other comprehensive income (loss) ( 194 ) 28,041 30,661

18 ( 375 ) ( 196 )

Other comprehensive (loss) income , net of tax

7,530 ( 10,028 ) 2,031

Other comprehensive (loss) income

12,872 ( 194 ) 28,041

comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income (loss) attributable to VPG stockholders $ ( 117 ) $ 27,738 $ 30,171

49 ( 77 ) 303

Comprehensive (loss) income attributable to VPG stockholders

$ 12,823 $ ( 117 ) $ 27,738

See accompanying notes.

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(In thousands, except share amounts)

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG

Stockholders' Equity Noncontrolling

Interests Total

Stockholders'

Noncontrolling

Income (Loss)

Balance at January 1, 2023

$ 1,325 $ 103 $ ( 11,504 ) $ 201,164 $ 156,359 $ ( 40,900 ) $ 306,547 $ ( 25 ) $ 306,522

Other comprehensive loss — — — — — ( 5,892 ) ( 5,892 ) — ( 5,892 )

— — — — 25,707 — 25,707 303 26,010

Other comprehensive income

— — — — — 2,031 2,031 — 2,031

Share-based compensation expense

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— — ( 5,915 ) — — — ( 5,915 ) — ( 5,915 )

Excise tax on net share repurchases

— — ( 41 ) — — — ( 41 ) — ( 41 )

Distributions to noncontrolling interests

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Balance at December 31, 2023

Net earnings — — — — 25,707 — 25,707 303 26,010

Other comprehensive income — — — — — 2,031 2,031 — 2,031

$ 1,330 $ 103 $ ( 17,460 ) $ 202,672 $ 182,066 $ ( 38,869 ) 329,842 $ 83 $ 329,925

— — — — 9,911 — 9,911 ( 77 ) 9,834

Other comprehensive loss

— — — — — ( 10,028 ) ( 10,028 ) — ( 10,028 )

Share-based compensation expense

— — — 971 — — 971 — 971

Restricted stock issuances ( 55,219 shares)

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Excise tax on net share repurchases

— — ( 60 ) — — — ( 60 ) — ( 60 )

Distributions to noncontrolling interests

— — — — — — — ( 113 ) ( 113 )

Balance at December 31, 2024

Net earnings — — — — 9,911 — 9,911 ( 77 ) 9,834

$ 1,336 $ 103 $ ( 25,335 ) $ 202,783 $ 191,977 $ ( 48,897 ) 321,967 $ ( 107 ) $ 321,860

— — — — 5,293 — 5,293 49 5,342

Other comprehensive loss

— — — — — 7,530 7,530 — 7,530

Share-based compensation expense

Restricted stock issuances ( 55,219 shares)

— — — 1,792 — — 1,792 — 1,792

Purchase of treasury stock ( 244,702 shares)

Restricted stock issuances ( 40,529 shares)

4 — — ( 215 ) — — ( 211 ) — ( 211 )

Excise tax on net share repurchases — — ( 60 ) — — — ( 60 ) — ( 60 )

Distributions to noncontrolling interests

— — — — — — — ( 86 ) ( 86 )

Balance at December 31, 2025

$ 1,340 $ 103 $ ( 25,335 ) $ 204,360 $ 197,270 $ ( 41,367 ) $ 336,371 $ ( 144 ) $ 336,227

See accompanying notes.

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Years ended December 31,

2024 2023 2022

Operating activities

Net earnings $ 9,834 $ 26,010 $ 36,553

$ 5,342 $ 9,834 $ 26,010

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

15,921 15,805 15,550

Loss (gain) on disposal of property and equipment

66 ( 148 ) 75

Gain on asset held for sale

Gain on sale of short term investment

Reclassification of foreign currency translation adjustment related to disposal of subsidiary — — 191

Share-based compensation expense

1,792 971 2,290

Inventory write-offs for obsolescence

2,466 2,352 2,099

Deferred income taxes

( 1,925 ) 69 ( 156 )

Foreign currency impacts and other items

Net changes in operating assets and liabilities, net of acquisition:

1,129 ( 3,249 ) 660

Accounts receivable

Inventories 2,139 ( 4,898 ) ( 11,943 )

( 3,141 ) 3,244 3,794

972 2,139 ( 4,898 )

Prepaid expenses and other current assets

( 2,779 ) ( 3,962 ) 4,172

Trade accounts payable

402 ( 416 ) ( 2,658 )

Other current liabilities

567 ( 5,634 ) 56

Other non current assets and liabilities, net

( 816 ) ( 760 ) 439

Accrued pension and other postretirement costs, net

( 70 ) ( 430 ) ( 1,526 )

Net cash provided by operating activities

14,382 19,815 45,893

Investing activities

Capital expenditures

( 8,031 ) ( 9,163 ) ( 15,154 )

Proceeds from sale of property and equipment

10,932 671 40

Purchase of short term investment

— — ( 1,000 )

Proceeds from sale of short term investment

Purchase of business

Net cash used in investing activities ( 12,901 ) ( 15,100 ) ( 20,837 )

— ( 4,409 ) —

Net cash provided by (used in) investing activities

2,901 ( 12,901 ) ( 15,100 )

Financing activities

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Payments on revolving facility

( 11,000 ) — ( 29,000 )

Purchase of treasury stock

— ( 7,815 ) ( 5,915 )

Distributions to noncontrolling interests

( 87 ) ( 113 ) ( 195 )

Payment of excise tax on net share repurchases

( 60 ) ( 41 ) —

Payments of employee taxes on certain share-based arrangements

Net cash (used in) provided by financing activities ( 9,399 ) ( 35,935 ) ( 3,631 )

( 256 ) ( 860 ) ( 825 )

Net cash used in by financing activities

( 11,403 ) ( 9,399 ) ( 35,935 )

Effect of exchange rate changes on cash and cash equivalents

(Decrease) increase in cash and cash equivalents ( 4,693 ) ( 4,597 ) 4,227

2,214 ( 2,208 ) 545

Increase (decrease) in cash and cash equivalents

8,094 ( 4,693 ) ( 4,597 )

Cash and cash equivalents at beginning of year

79,272 83,965 88,562

Cash and cash equivalents at end of year

$ 87,366 $ 79,272 $ 83,965

Supplemental disclosure of investing transactions:

Capital expenditures accrued but not yet paid

$ 872 $ 949 $ 2,317

Supplemental disclosure of financing transactions:

Excise tax on net share repurchases accrued but not yet paid

$ — $ 60 $ 41

See accompanying notes.

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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.

Principles of Consolidation

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The amount charged to expense for research and development was $ 20.8 million, $ 20.0 million, and $ 20.4 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

The Research and Development expenses are classified under the SG&A expenses as disclosed within the consolidated statement of operations.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

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The Company records uncertain tax positions on the basis of a two -step process in which the Company first determines whether it is "more likely than not" that the tax positions will be sustained based on the technical merits of the position and then measures those tax positions that meet the more-likely-than- not recognition threshold.

The Company recognizes the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the tax authority.

The Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense in the accompanying consolidated statements of operations.

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Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU also allows, in addition to the measure that is most consistent with U.S.

GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 14 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No.

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Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

The Company adopted the ASU on its consolidated financial statements and disclosures- see note 6.

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ), Disaggregation of Income Statement Expenses.

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The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In July 2025 the FASB issued ASU No.

2025 - 05 – Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with Customers.

Under this practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2 – Revenues

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Year to date December 31, 2025

Sensors Weighing Solutions Measurement Systems Total

Weighing Solutions

Measurement Systems

United States

Europe 31,827 49,900 5,676 87,403

Israel 19,156 376 — 19,532

Asia 22,755 12,207 9,283 44,245

Canada — 123 21,362 21,485

$ 49,030 $ 46,628 $ 48,617 $ 144,275

30,732 51,560 6,890 89,182

14,537 191 — 14,728

21,347 12,735 9,368 43,450

— 28 15,539 15,567

$ 115,646 $ 111,142 $ 80,414 $ 307,202

Year to date December 31, 2024

Sensors Weighing Solutions Measurement Systems Total

Weighing Solutions

Measurement Systems

United States

Europe 36,095 53,629 5,790 95,513

Israel 17,772 292 — 18,064

Asia 35,918 13,156 8,861 57,935

Canada — 30 22,383 22,413

$ 38,500 $ 44,599 $ 50,758 $ 133,857

31,827 49,900 5,676 87,403

19,156 376 — 19,532

22,755 12,207 9,283 44,245

— 123 21,362 21,485

$ 112,238 $ 107,205 $ 87,079 $ 306,522

Note 2 – Revenues (continued)

Year to date December 31, 2023

Sensors Weighing Solutions Measurement Systems Total

Weighing Solutions

Measurement Systems

United States

Europe 35,419 53,188 5,740 94,347

Israel 28,413 470 — 28,883

Asia 37,143 13,974 7,537 58,654

Canada — 8 18,932 18,940

$ 49,998 $ 55,421 $ 55,703 $ 161,123

36,095 53,629 5,790 95,513

17,772 292 — 18,064

35,918 13,156 8,861 57,935

— 30 22,383 22,413

$ 139,783 $ 122,528 $ 92,737 $ 355,048

The following table disaggregates net revenue by market sector (in thousands) :

Note 2 – Revenues

Years Ended December 31,

2024 2023 2022

Test & Measurement

$ 63,383 $ 57,314 $ 73,986

Avionics, Military & Space

27,267 28,066 38,270

Transportation

59,730 52,329 55,060

Other Markets

56,478 62,776 72,372

Industrial Weighing

36,071 37,591 43,898

General Industrial

Steel 49,105 51,545 43,845

20,385 19,341 19,917

43,888 49,105 51,545

$ 307,202 $ 306,522 $ 355,048

Contract Assets & Liabilities

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The outstanding contract assets and liability accounts were as follows (in thousands) :

Contract Asset Contract Liability

Unbilled Revenue Accrued Customer Advances

Contract Asset

Contract Liability

Unbilled Revenue

Accrued Customer Advances

December 31, 2024

$ 3,330 $ 8,272

December 31, 2025

(Decrease) Increase $ 341 $ ( 440 )

$ 3,593 $ 7,059

Increase (Decrease)

$ 263 $ ( 1,213 )

The amount of revenue recognized during the year ended December 31, 2025 that was included in the contract liability balance at December 31, 2024 was $ 6.0 million.

Note 3 – Acquisition Activity

On September 30, 2024, the Company completed the acquisition of Nokra, a German-based, privately held maker of precision measuring and testing equipment for manufacturing, for a purchase price of $ 4.4 million.

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

Nokra’s laser-based measurement gauge systems are used to precisely measure the thickness, flatness, contour, width or 3D profile of various metals depending on the application , in both inline and offline production.

The Company used cash on hand to fund the purchase under the purchase agreement.

Nokra reports into the Company's Measurement Systems segment.

The following table summarizes the provisional fair values assigned to the assets and liabilities of Nokra as of September 30, 2024 (in thousands):

Note 3 – Acquisition Activity (continued)

September 30, 2024

Working capital 1,214

Property and equipment 113

Deferred income tax liability ( 31 )

Intangible assets:

Acquired technology 1,211

Customer backlog 141

Total intangible assets 1,352

Fair value of acquired identifiable assets 2,648

Purchase price $ 4,409

Goodwill $ 1,761

(a) Working capital accounts include accounts receivable, inventory, prepaid expenses, accounts payable, accrued expenses, and accrued payroll.

The Company utilizes certain valuations and studies to determine the fair value of the tangible and intangible assets acquired.

The estimated weighted average useful life for the acquired technology is 10 years and for customer backlog is 1 year.

None of the goodwill associated with Nokra is deductible for income tax purposes.

The Company recorded acquisition costs associated with this transaction of $ 0.1 million in the fourth quarter of 2024, which included legal fees.

Note 3 – Assets held for sale

During the fourth quarter of 2024, the Company committed to a plan to sell its manufacturing facility located at Kent, Washington (Weighing Solutions Segment) as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization.

The Company determined that the criteria for classifying the asset as held for sale as of December 31, 2024, have been met.

Accordingly, the carrying value of the asset is presented separately as a current asset in the consolidated balance sheet.

The Company expects to complete the sale within the next 12 months at a price which is higher than the carrying value of the asset.

A summary of the assets held for sale is included in the table below as of December 31, 2024:

Location Asset Category Cost Accumulated Depreciation Net Carrying Value

Kent, Washington Land $ 1,800 $ — $ 1,800

Building & Improvements $ 4,910 $ 1,481 $ 3,429

$ 6,710 $ 1,481 $ 5,229

On July 10, 2025, as part of the Company’s ongoing strategy to focus on its core operations and optimize its asset base utilization, the Company completed the sale of its manufacturing facility located at Kent, Washington which was part of the Weighing Solutions Segment.

The total sale proceeds amounted to $ 11.5 million, and the net proceeds, after deducting broker’s commission and real estate excise tax, were approximately $ 10.8 million.

The carrying amount of the asset was previously classified as asset held for sale under current assets in the consolidated balance sheet as of December 31, 2024 after meeting the criteria outlined in ASC 360.

No further depreciation was recorded once the asset was classified as held for sale.

The net cash proceeds were used to repay a portion of the Company's credit facility, as further discussed in Note 7 – Long-Term Debt.

Upon completion of the sale, the Company recognized a gain of approximately $ 5.5 million in July 2025, which is included in Operating income in the condensed consolidated statements of operations for the Twelve Months Ended December 31, 2025 .

Note 4 – Goodwill and Other Intangible Assets

7 unchanged sentences

An impairment charge would be recognized to the extent the carrying value of goodwill exceeds the reporting unit fair value.

Note 5 – Goodwill and Other Intangible Assets (continued)

The Company's requires goodwill and indefinite-lived asset annual impairment test is completed as of the first day of the fourth fiscal quarter each year.

The Company's required goodwill and indefinite-lived asset annual impairment test is completed as of the first day of the fourth fiscal quarter each year.

In 2025 , 2024 and 2023 , the results of the quantitative impairment test for all reporting units indicated that the fair value of the reporting units exceeded their carrying values, and therefore no impairment was recognized.

The change in the carrying value of goodwill by segment is as follows ( in thousands) :

Total Measurement Systems Weighing Solutions

Steel Nokra DSI DTS On-board Weighing

Measurement Systems

Weighing Solutions

On-board Weighing

Balance at January 1, 2023

$ 45,544 $ 6,313 $ — $ 16,887 $ 16,033 $ 6,311

Foreign currency translation adjustment

Balance at December 31, 2023 45,734 6,488 — 16,902 16,033 6,311

190 175 — 15 — —

Balance at January 1, 2024

45,734 6,488 — 16,902 16,033 6,311

Goodwill acquired

1,761 — 1,761 — — —

Foreign currency translation adjustment

( 676 ) ( 524 ) ( 128 ) ( 24 ) — —

Balance at December 31, 2024

46,819 5,964 1,633 16,878 16,033 6,311

Adjustment (1)

— 1,633 ( 1,633 ) — — —

Foreign currency translation adjustment

548 502 — 46 — —

Balance at December 31, 2025

$ 47,367 $ 8,099 $ — $ 16,924 $ 16,033 $ 6,311

( 1 ) The goodwill resulting from the acquisition of Nokra in September 2024, was assigned to the Steel reporting unit.

Note 4 – Goodwill and Other Intangible Assets (continued)

Intangible assets were as follows (in thousands) :

2 unchanged sentences

Patents and acquired technology

$ 31,167 $ 31,890

Customer relationships

Trade names 3,236 1,517

33,243 32,683

Non-competition agreements

2 unchanged sentences

Patents and acquired technology

( 12,106 ) ( 10,937 )

Customer relationships

Trade names ( 3,235 ) ( 1,517 )

( 21,754 ) ( 19,453 )

( 3,400 ) ( 3,235 )

Non-competition agreements

( 9,408 ) ( 9,218 )

( 46,668 ) ( 42,843 )

Net intangible assets subject to amortization

$ 30,582 $ 34,216

Intangible assets not subject to amortization

(Indefinite-lived):

Trade names 7,599 7,682

$ 38,227 $ 41,815

1 unchanged sentence

Amortization expense was $ 3.9 million, $ 3.8 million, and $ 3.8 million, for the years ended December 31, 2025, 2024 and 2023 , respectively.

Note 5 – Goodwill and Other Intangible Assets (continued)

Estimated annual amortization expense for each of the next five years is as follows (in thousands) :

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The restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.

Note 5 – Restructuring Costs (continued)

The following table summarizes the activity to date related to these programs in the accrued restructuring liability, which is comprised of the activity associated primarily with the employee termination costs.

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Cash payments

( 1,050 ) ( 949 )

Foreign currency translation

( 109 ) ( 127 )

Balance at end of year

Note 6 – Income Taxes

The Company is subject to U.S.

federal tax at the rate of 21 %.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into law making significant changes to U.S.

income tax law.

On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.

The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024.

Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S.

taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

Due to the OBBBA provisions, the Company recorded tax benefit for the year as a decrease in valuation allowance on part of our deferred tax assets.

The Company recognized approximately $ 7.6 million and $ 8.1 million of GILTI for the years ended December 31, 2025 and 2024, respectively.

tax on Global Intangible Low-taxed Income ("GILTI"), net of foreign tax credits and other credits, was less than $ 0.1 million for each of the years ended December 31, 2025 and 2024.

For financial reporting purposes, income before taxes includes the following components (in thousands) :

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$ 5,976 $ 11,651 $ ( 4,111 )

Domestic $ 11,651 $ ( 4,111 ) $ ( 4,979 )

Foreign 5,913 42,547 50,067

2,820 5,913 42,547

$ 8,796 $ 17,564 $ 38,436

Note 6 – Income Taxes (continued)

2 unchanged sentences

$ 11 $ 331 $ 517

Federal $ 331 $ 517 $ 21

State and local

Foreign 7,255 11,903 10,457

5,176 7,255 11,903

Federal 19 154 ( 2,808 )

5,379 7,661 12,582

State and local

Foreign 113 318 659

331 ( 63 ) ( 628 )

( 2,382 ) 113 318

( 1,925 ) 69 ( 156 )

Total income tax expense

A reconciliation of income tax expense (benefit) at the U.S.

federal statutory income tax rate to the actual income tax provision is as follows (in thousands) :

$ 3,454 $ 7,730 $ 12,426

Note 6 – Income Taxes (continued)

The Company adopted ASU 2023‑09 prospectively for the year ended December 31, 2025, and a reconciliation of the income tax provision and the amount computed by applying the statutory federal income tax rate of 21% to income before income taxes was as follows (in thousands) :

Years ended December 31,

Tax at statutory rate

State income taxes

Foreign Tax Effect

Statutory tax rate difference

Changes in valuation allowances

Prior period provision to return adjustments

Other nontaxable or nondeductible items

Foreign Exchange

Statutory tax rate difference

Prior period provision to return adjustments

Statutory tax rate difference

Withholding taxes

Foreign Exchange

Prior period provision to return adjustments

United Kingdom

Statutory tax rate difference

Other foreign jurisdictions

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Research and development tax credits

(269 ) (3.1 %)

Changes in valuation allowances

(1,272 ) (14 %)

Nontaxable or nondeductible items

Change in unrecognized tax benefits, net

Other adjustments

Withholding taxes

Total income tax expense

$ 3,454 39.3 %

(a) State taxes in California and Pennsylvania made up the majority (greater than

50 percent) of the tax effect in this category.

Note 6 – Income Taxes (continued)

A reconciliation of the income tax provision, prior to the adoption of ASU 2023 - 09, to the amount computed by applying the statutory federal income tax rate of 21% to income before income taxes for the years presented was as follows:

Years ended December 31,

Tax at statutory rate

$ 3,688 $ 8,072

State income taxes, net of U.S.

7 unchanged sentences

Specialty tax credits

(502 ) (520 )

Statutory rate changes

Effect of foreign exchange

Other 176 ( 37 ) ( 44 )

Total income tax expense

$ 7,730 $ 12,426

In 2025 , the Company recognized deferred tax benefits of $ 2.3 million on net operating loss carryforwards generated in certain foreign jurisdictions, which is included in deferred tax expense (benefit) above.

The 2017 Tax Cuts and Jobs Act subjects a U.S.

shareholder to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries.

The FASB Staff Q&A, Topic 740, No.

5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in the future years or provide for tax expense related to GILTI in the year the tax is incurred.

The Company has elected to recognize tax expense related to GILTI in the year the tax is incurred.

The Company recognized approximately $ 8.1 million and $ 22.5 million of GILTI for the years ended December 31, 2024 and 2023, respectively.

tax on GILTI, net of foreign tax credits and research credits, was less than $ 0.1 million for each of the years ended December 31, 2024 and 2023.

Any excess foreign tax credits associated with GILTI are lost and cannot be carried forward to future years.

Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands) :

Note 7 – Income Taxes (continued)

Deferred tax assets:

Pension and other postretirement costs

Inventories 5,066 4,102

$ 956 $ 1,056

Net operating/capital loss and interest carryforwards

15,771 12,668

Tax credit carryforwards

3 unchanged sentences

Total gross deferred tax assets

34,127 32,481

valuation allowance

( 15,640 ) ( 15,380 )

18,487 17,101

Deferred tax liabilities:

Tax over book depreciation

( 2,440 ) ( 2,387 )

Investment in subsidiary

( 2,087 ) ( 2,271 )

Intangible assets, including tax deductible goodwill

( 10,940 ) ( 11,241 )

Total gross deferred tax liabilities

( 15,467 ) ( 15,899 )

Net deferred tax assets

In 2015, the Company established a valuation allowance with respect to substantially all of its U.S.

$ 3,020 $ 1,202

Note 6 – Income Taxes (continued)

The Company established a valuation allowance with respect to substantially all of its U.S.

deferred tax assets due to uncertainty regarding the realization of these assets.

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The most significant negative evidence is continuing cumulative operating losses in the U.S.

The impact of the acquisitions of Stress-Tek, Pacific Instruments, DSI and DTS was also considered in determining the realization of the U.S.

The impact of its US companies acquisitions was also considered in determining the realization of the U.S.

deferred tax assets.

Other aspects, such as operating results, additional interest expense and additional tax deductions related to the Stress-Tek acquisition, were also considered.

Other aspects, such as operating results, additional interest expense and additional tax deductions related to the acquisitions, were also considered.

The Company also considered positive evidence such as tax planning strategies and the projected benefits of our restructuring efforts.

However, there was insufficient positive evidence to overcome the negative evidence.

On September 30, 2024, the Company acquired Nokra.

Nokra's opening balance sheet included a $ 1.0 million of gross deferred tax assets, and a $ 1.2 million of indefinite-lived liabilities as a result of the purchase price allocation.

The acquisition contributed to a less than $ 0.1 million net increase in valuation allowance and deferred tax expense for the Company in 2024.

The Company has one year from the date of acquisition to finalize the purchase accounting for Nokra.

Overall, the cumulative losses and the acquisition impacts still indicate that realization of our U.S.

2 unchanged sentences

deferred tax assets and reduce the valuation allowance if, and when, sufficient positive evidence of realization exists.

On September 30, 2024, the Company acquired Nokra, a German entity.

Nokra's opening balance sheet included $ 1.0 million of gross deferred tax assets, and $ 1.2 million of indefinite-lived liabilities as a result of the purchase price allocation.

The acquisition contributed to a less than $ 0.1 million net increase in valuation allowance and deferred tax expense for the Company in 2024.

In 2025 Nokra’s valuation allowance net increase was $ 0.8 million.

At December 31, 2025 and 2024, the valuation allowance on U.S.

deferred tax assets was approximately $ 12.7 million and $ 13.3 million, respectively.

The net change in this valuation allowance was approximately $ 2.4 million, of which approximately $ 0.6 million related to state valuation allowances.

The change in valuation allowance related to state taxes exclusive of rate changes was $ 0.6 million expense and $ 0.5 million benefit for the years ended December 31, 2024 and 2023, respectively.

The net change in this valuation allowance was approximately $( 0.6 ) million, mostly related to net federal valuation allowances.

The Company also has valuation allowances of $ 2.9 million and $ 2.1 million at December 31, 2025 and 2024 , respectively, with respect to certain foreign net operating loss and capital loss carryforwards.

Significant valuation allowances are as follows (in thousands) :

Note 7 – Income Taxes (continued)

Jurisdiction 2024 2023

federal $ 6,185 $ 4,402

$ 4,913 $ 6,185

state (net of U.S.

2 unchanged sentences

The following table summarizes significant net operating losses, capital losses and credit carryforwards as of December 31, 2025 (in thousands):

Jurisdiction 2024 Expiring

federal net operating losses $ 2,801 No expiration

federal interest expense carryover 18,568 No expiration

federal net operating losses

$ 2,035 No expiration

federal interest expense carryover

21,352 No expiration

foreign tax credit

408 2029 - 2035

state net operating losses

Israel capital losses 5,908 No expiration

130,588 2025 - 2045

Israel capital losses

5,874 No expiration

4,179 No expiration

Utilization of U.S.

federal net operating losses is taken into account before the GILTI deduction allowable by IRC Section 250.

Note 6 – Income Taxes (continued)

Undistributed earnings of the Company’s foreign subsidiaries were approximately $ 304.2 million at December 31, 2025 compared to $ 300.5 million at December 31, 2024 .

5 unchanged sentences

Net income taxes paid were $ 8 million, $ 14.5 million and $ 10.9 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

The amount of income taxes paid (net of refunds received) were:

Total $ 8,020

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate.

6 unchanged sentences

An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

Note 7 – Income Taxes (continued)

The following table summarizes changes in the Company's gross liabilities, excluding interest and penalties, associated with unrecognized tax benefits (in thousands) :

2024 2023 2022

Balance at beginning of year

$ 844 $ 798 $ 439

Addition based on tax positions related to current year

Addition based on tax positions related to prior years — — 216

Reduction based on tax positions related to prior years

Currency translation adjustments

Reduction for settled tax examinations — — ( 1,229 )

— ( 5 ) ( 8 )

Reduction for payments made

Reduction for lapses of statute of limitations

( 135 ) ( 54 ) —

Balance at end of year

$ 950 $ 844 $ 798

Note 6 – Income Taxes (continued)

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Related to the unrecognized tax benefits noted above, for the years ended December 31, 2024, 2023 and 2022, the Company accrued total penalties and interest of 0.0 million, $ 0.0 million and $( 0.2 ) million, respectively.

As of December 31, 2024, 2023 and 2022, accrued penalties and interest were $ 0.1 million, $ 0.0 million and $ 0.0 million, respectively.

Related to the unrecognized tax benefits noted above, for the years ended December 31, 2025, 2024 and 2023 , the Company accrued penalties and interest annually in a Insignificant amounts (lower than $0.1 million annually).

As of December 31, 2025, 2024 and 2023 , accrued penalties and interest were $ 0.1 million, each year.

Included in the balance of unrecognized tax benefits as of December 31, 2025, 2024 and 2023 is $ 1.0 million, $ 0.8 million, and $ 0.8 million, respectively, of tax benefits that, if recognized, would impact the effective tax rate.

The Company believes that it is reasonably possible that an increase in unrecognized tax benefits related to foreign exposures of between $ 0.1 million and $ 0.2 million may be necessary in 2025.

Furthermore, as of December 31, 2025 , the Company does not anticipate that any of its current unrecognized tax benefits will reverse within the next calendar year due to the expiration of the statute of limitations.

12 unchanged sentences

Credit Agreement - Revolving Facility

$ 32,000 $ 32,000

Repayment of credit facility

Deferred financing costs

( 417 ) ( 559 )

Long-term debt

$ 20,583 $ 31,441

2024 Credit Agreement

On August 15, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the “2024 Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A.

and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A., as agent for such lenders, pursuant to which the existing Credit Agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee.

The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $ 75.0 million, with a sublimit of $ 10 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the existing credit facility.

and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A., as agent for such lenders, pursuant to which its previously existing credit agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee.

The 2024 Credit Agreement provides for a multicurrency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $ 75.0 million, with a sublimit of $ 10 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the existing credit facility.

The aggregate principal amount of the 2024 Revolving Facility may be increased by a maximum of $ 25.0 million upon the request of the Company, subject to the terms of the 2024 Credit Agreement.

The Company may elect to make loans under the 2024 Revolving Facility in US Dollars, Euros, Canadian Dollars, Sterling, Japanese Yen or such other freely convertible foreign currency.

Note 7 – Long-Term Debt (continued)

Amounts borrowed under the 2024 Revolving Facility accrue interest in an amount equal to a floating rate plus a specified margin.

1 unchanged sentence

the Agent’s prime rate, the Federal Funds rate, or a 1 % floor (the “US Base Rate”), or (b) the SOFR, (ii) for loans denominated in Canadian Dollars, at the Company’s option, either ( x ) the greatest of:

the PRIMCAN Index rate, the average 30 days rate for loans accruing interest based on the Canadian Overnight Repo Rate Average (“CORRA”) (the “Canadian Base Rate”), or (y) CORRA, (iii) for loans denominated in Pounds Sterling, the Sterling Overnight Index Average (“SONIA”), (iv) for loans denominated in Euros, the Euro Interbank Offered Rate (“EURIBOR"), and (v) for loans denominated in Japanese Yen, the Tokyo Interbank Offered Rate (“TIBOR”).

the PRIMCAN Index rate, the average 30 day rate for loans accruing interest based on the Canadian Overnight Repo Rate Average (“CORRA”) (the “Canadian Base Rate”), or (y) CORRA, (iii) for loans denominated in Pounds Sterling, the Sterling Overnight Index Average (“SONIA”), (iv) for loans denominated in Euros, the Euro Interbank Offered Rate (“EURIBOR"), and (v) for loans denominated in Japanese Yen, the Tokyo Interbank Offered Rate (“TIBOR”).

The specified interest margin for US Base Rate Loans and Canadian Base Rate Loans is 0.25 %.

2 unchanged sentences

Additional customary fees apply with respect to letters of credit.

On July 17, 2025, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $ 11.0 million, using proceeds from the sale of manufacturing facility (see Note 3 - Asset Held for Sale).

The repayment was made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the 2024 Revolving Facility.

As of December 31, 2025 , the outstanding balance under the 2024 Revolving Facility was $ 20.6 million, bearing interest at variable rates based on the Credit Agreement.

The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries.

2 unchanged sentences

The financial maintenance covenants include an interest coverage ratio and a leverage ratio.

The Company was in compliance with its financial maintenance covenants at December 31, 2024.

If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

Other Lines of Credit

In addition to the 2024 Revolving Facility discussed above, certain subsidiaries of the Company had committed short-term lines of credit with a foreign bank aggregating approximately $ 5.0 million and $ 5.0 million at December 31, 2024 and 2023, respectively.

The Company had outstanding letters of credit under these short-term lines of credit of $ 2.4 million and $ 2.4 million at December 31, 2024 and 2023, respectively.

Note 8 – Long-Term Debt (continued)

The Company was in compliance with its financial maintenance covenants as of December 31, 2025 .

If the Company is not in compliance with any of these covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Revolving Facility could become immediately payable.

Aggregate annual maturities of long-term debt are as follows (in thousands) :

2 unchanged sentences

The Company’s Class B convertible common stock carries ten votes per share.

The Company common stock carries one vote per share.

The Company's common stock carries one vote per share.

Class B shares are transferable only to certain permitted transferees.

5 unchanged sentences

Shares of either common stock or Class B convertible common stock cannot be split, divided, or combined unless the other is also split, divided, or combined equally.

Note 8 – Stockholders ’ Equity (continued)

On August 8, 2022, the Board of Directors of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”).

6 unchanged sentences

No shares of the Company’s preferred stock are currently outstanding.

Note 9 – Stockholders’ Equity (continued)

Other Comprehensive Income (Loss)

The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows (in thousands) :

Balance Before-Tax

Effect Net-of-Tax

Amount Ending

December 31, 2023

5 unchanged sentences

( 41,489 ) 2,237 ( 10 ) 2,227 ( 39,262 )

Reclassification adjustment for foreign currency translation

$ ( 40,900 ) $ 2,072 $ ( 41 ) $ 2,031 $ ( 38,869 )

$ ( 35,008 ) $ ( 4,534 ) $ ( 1,358 ) $ ( 5,892 ) $ ( 40,900 )

December 31, 2024

14 unchanged sentences

$ ( 48,897 ) $ 7,573 $ ( 43 ) $ 7,530 $ ( 41,367 )

In 2022, Reclassification of foreign currency translation adjustment for gain on liquidation of a subsidiary is included in other income (expense) other (See Note 15).

Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (See Note 9 ).

2 unchanged sentences

Employees of the Company participate in various defined benefit pension and other postretirement benefit plans.

The Vishay Precision Group Non-Qualified Retirement Plan, like all nonqualified plans, is considered to be unfunded.

Note 9 – Pensions and Other Postretirement Benefits (continued)

The Vishay Precision Group Non-Qualified Retirement Plan, like all non-qualified plans, is considered to be unfunded.

The Company maintains a nonqualified trust, referred to as a “rabbi” trust, to fund benefits under this plan.

11 unchanged sentences

Pension benefits earned are generally based on years of service and compensation during active employment.

Note10 – Pensions and Other Postretirement Benefits (continued)

The following table sets forth a reconciliation of the benefit obligation, plan assets, and funded status related to pension plans (in thousands) :

December 31, 2024 December 31, 2023

Plans Non-U.S.

December 31, 2025

December 31, 2024

Change in benefit obligation:

Benefit obligation at beginning of year

$ 1,997 $ 15,003 $ 2,098 $ 16,467

Service cost (adjusted for actual employee contributions)

Interest cost

103 730 96 670

Actuarial loss/(gains)

64 ( 573 ) ( 89 ) ( 1,015 )

Benefits paid

( 143 ) ( 1,025 ) ( 108 ) ( 628 )

Curtailments and settlements

— ( 4 ) — ( 199 )

Currency translation

— 871 — ( 557 )

Benefit obligation at end of year

$ 2,021 $ 15,262 $ 1,997 $ 15,002

Change in plan assets:

Fair value of plan assets at beginning of year

$ — $ 16,955 $ — $ 18,319

Actual return on plan assets

— 391 — ( 794 )

Company contributions

Benefits paid

— ( 1,025 ) — ( 628 )

Currency translation

— 1,145 — ( 398 )

Fair value of plan assets at end of year

$ — $ 17,750 $ — $ 16,955

Funded status at end of year

Actuarial gains incurred in 2024 related to our U.S.

plans are primarily the result of the decrease discount rate assumptions used to estimate the benefit obligation as of December 31, 2024 compared to December 31, 2023.

$ ( 2,021 ) $ 2,488 $ ( 1,997 ) $ 1,953

Actuarial gains incurred in 2025 related mainly to our non-U.S.

plan are primarily the result of the increase discount rate assumptions used to estimate the benefit obligation as of December 31, 2025 compared to December 31, 2024 .

Actuarial gains incurred in 2024 related to our U.S.

plans are primarily the result of an increase in the discount rate assumptions used to estimate the benefit obligations as of December 31, 2024 compared to December 31, 2023 .

Note 9 – Pensions and Other Postretirement Benefits (continued)

Amounts recognized in the consolidated balance sheets consist of the following pre-tax amounts (in thousands) :

December 31, 2024 December 31, 2023

Plans Non-U.S.

Other assets $ — $ 4,155 $ — $ 4,573

December 31, 2025

December 31, 2024

$ — $ 4,240 $ — $ 4,155

Other accrued expenses

$ ( 144 ) $ ( 71 ) $ ( 145 ) $ ( 161 )

Accrued pension and other postretirement costs

$ ( 1,877 ) $ ( 1,681 ) $ ( 1,852 ) $ ( 2,041 )

Accumulated other comprehensive loss

$ 171 $ 824 $ 107 $ 961

Note10 – Pensions and Other Postretirement Benefits (continued)

$ ( 1,850 ) $ 3,312 $ ( 1,890 ) $ 2,914

Unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes with respect to the obligations and from the difference between expected returns and actual returns on plan assets.

Actuarial items consist of the following (in thousands) :

December 31, 2024 December 31, 2023

Plans Non-U.S.

December 31, 2025

December 31, 2024

Unrecognized net actuarial loss

$ 171 $ 784 $ 107 $ 921

Unrecognized prior service cost

2 unchanged sentences

December 31, 2025

Plans Non-U.S.

Accumulated benefit obligation, all plans

6 unchanged sentences

December 31, 2024

Plans Non-U.S.

Accumulated benefit obligation, all plans

5 unchanged sentences

$ 1,997 $ 1,812

Note 9 – Pensions and Other Postretirement Benefits (continued)

Unrecognized gains and losses are amortized into future net periodic pension cost using the 10% corridor method over the expected remaining service life of the employee group.

1 unchanged sentence

Years ended December 31,

2024 2023 2022

Plans Non-U.S.

Annual service cost

7 unchanged sentences

Amortization of prior service cost

Amortization of transition obligation

— ( 14 ) — ( 10 ) — ( 10 )

Amortization of transition obligation

Curtailment and settlement losses

3 unchanged sentences

See Note 8 for the pre-tax, tax effect, and after tax amounts included in other comprehensive income during the years ended December 31, 2025, 2024 and 2023 .

Note10 – Pensions and Other Postretirement Benefits (continued)

The following weighted-average assumptions were used to determine benefit obligations at December 31 of the respective years:

Plans Non-U.S.

Discount rate

Rate of compensation increase N/A 4.51 % N/A 4.00 %

Expected return on plan assets N/A 4.18 % N/A 5.13 %

5.35 % 5.01 % 5.35 % 4.76 %

Rate of compensation increase

N/A — % N/A 4.51 %

Expected return on plan assets

N/A — % N/A 4.18 %

The following weighted-average assumptions were used to determine the net periodic pension costs for the years ended December 31, 2025 and 2024 :

Plans Non-U.S.

Discount rate

Rate of compensation increase N/A 4.00 % N/A 2.49 %

Expected return on plan assets N/A 5.13 % N/A 3.96 %

5.01 % 4.76 % 4.71 % 4.19 %

Rate of compensation increase

3.96 % 4.51 % N/A 4 %

Expected return on plan assets

4.24 % 4.18 % N/A 5.13 %

The plans’ expected return on assets is based on management’s expectation of long-term average rates of return to be achieved by the underlying investment portfolios.

2 unchanged sentences

The target allocation of plan assets approximates the actual allocation of plan assets at December 31, 2025 and 2024 .

Note 9 – Pensions and Other Postretirement Benefits (continued)

Plan assets are comprised of:

December 31, 2024 December 31, 2023

Plans Non-U.S.

December 31, 2025

December 31, 2024

Equity securities

Fixed income securities

— 74 % — 72 %

Cash and cash equivalents

Total — 100 % — 100 %

— 26 % — 28 %

— 100 % — 100 %

The Company maintains defined benefit retirement plans in certain of its subsidiaries.

4 unchanged sentences

The fair value measurement of the fixed income securities is considered a Level 2 measurement within the fair value hierarchy.

Note10 – Pensions and Other Postretirement Benefits (continued)

Cash held by the defined benefit retirement plans consists of deposits on account in various financial institutions.

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A summary of the Company’s pension plan assets for each fair value hierarchy level are as follows for the periods presented (see Note 16 for further description of the levels within the fair value hierarchy (in thousands) :

As of December 31, 2024 Fair value measurements at reporting date using:

Total Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs

As of December 31, 2025

Fair value measurements at reporting date using:

Total Fair Value

Level 1 Inputs

Level 2 Inputs

Level 3 Inputs

Defined benefit pension plan assets

Equity securities

$ — $ — $ — $ —

Fixed income securities

$ 13,114 — 13,114 —

Cash and cash equivalents

$ 4,597 1,945 2,652 —

As of December 31, 2023 Fair value measurements at reporting date using:

Total Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs

$ 17,711 $ 1,945 $ 15,766 $ —

As of December 31, 2024

Fair value measurements at reporting date using:

Total Fair Value

Level 1 Inputs

Level 2 Inputs

Level 3 Inputs

Defined benefit pension plan assets

Equity securities

$ — $ — $ — $ —

Fixed income securities

Cash and cash equivalents 2,902 1,637 1,265 —

12,123 — 12,123 —

Estimated future benefit payments are as follows (in thousands) :

Cash and cash equivalents

4,832 1,780 3,052 —

$ 16,955 $ 1,780 $ 15,175 $ —

Note 9 – Pensions and Other Postretirement Benefits (continued)

Estimated future benefit payments are as follows (in thousands) :

2031 - 2035 805 6,599

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These plans provide medical and death benefits to retirees.

Note10 – Pensions and Other Postretirement Benefits (continued)

The following table sets forth a reconciliation of the benefit obligation, plan assets, and funded status related to other postretirement benefit plans (in thousands) :

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Benefit obligation at beginning of year

$ 2,277 $ 2,490

Service cost (adjusted for actual employee contributions)

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Contributions by participants

Actuarial losses/(gains) ( 211 ) 95

Actuarial gains

( 91 ) ( 211 )

Benefits paid

( 158 ) ( 128 )

Plan amendments and other

Benefit obligation at end of year

$ 2,155 $ 2,277

Change in plan assets:

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Benefits paid

( 158 ) ( 128 )

Fair value of plan assets at end of year

Funded status at end of year

$ ( 2,155 ) $ ( 2,277 )

Actuarial gains incurred in 2025 related to our post-retirement plans are primarily the result of the increase discount rate assumptions used to estimate the benefit obligation as of December 31, 2025 compared to December 31, 2024 .

Actuarial losses incurred in 2024 related to our post-retirement plans are primarily the result of the decrease discount rate assumptions used to estimate the benefit obligation as of December 31, 2024 compared to December 31, 2023 .

Note 9 – Pensions and Other Postretirement Benefits (continued)

Amounts recognized in the consolidated balance sheets consist of the following pre-tax amounts (in thousands) :

Other accrued expenses

$ ( 279 ) $ ( 290 )

Accrued pension and other postretirement costs

$ ( 1,875 ) $ ( 1,987 )

Accumulated other comprehensive gain

$ ( 626 ) $ ( 566 )

$ ( 2,780 ) $ ( 2,843 )

Actuarial items consist of the following (in thousands) :

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$ ( 626 ) $ ( 566 )

Unrecognized gains and losses are amortized into future net periodic benefit cost using the 10% corridor method over the expected remaining service life of the employee group.

The following table sets forth the components of net periodic benefit costs (in thousands) :

Note10 – Pensions and Other Postretirement Benefits (continued)

Years ended December 31,

2024 2023 2022

Net service cost

Interest cost

Amortization of actuarial (gains)/ losses ( 11 ) ( 22 ) 3

Amortization of actuarial gains

( 32 ) ( 11 ) ( 22 )

Net periodic benefit cost

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Discount rate

5.12 % 5.33 %

Note 9 – Pensions and Other Postretirement Benefits (continued)

The following weighted-average assumptions were used to determine the net periodic benefit costs for the years ended December 31, 2025 and 2024 :

Discount rate

5.33 % 4.69 %

Health care trend rate

The health care trend ultimate rate is 4.04 % per the terms of the plan.

7.00 % 6.50 %

The impact of a one -percentage-point change in assumed health care cost trend rates on the net periodic benefit cost and postretirement benefit obligation is not material.

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Other Retirement Obligations

Note10 – Pensions and Other Postretirement Benefits (continued)

The Company participates in various other defined contribution plans based on local law or custom.

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The Company and its UK pension scheme trustee are reviewing this development, along with its actuaries, and considering whether this decision has any implications for its UK pension plan.

In June 2025, the UK Department for Work and Pensions announced that the government will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards.

The Company and its UK pension scheme trustee are reviewing this development, along with our actuaries, and considering whether this decision has any implications for its UK pension plan.

Note 10 – Share-Based Compensation

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The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met.

On March 7, 2024 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.

The awards have an aggregate target grant-date fair value of $ 1.7 million and were comprised of 49,190 RSUs.

On February 25, 2025 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.

The awards have an aggregate grant-date fair value of $ 1.9 million and were comprised of 79,729 RSUs.

Fifty percent of these awards will vest on January 1, 2028, subject to the executives’ continued employment.

The performance-based portion of the RSUs will also vest on January 1, 2028, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On March 7, 2024, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

On February 25, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

Certain employees received awards, of which 75 % are performance-based and certain employees received awards of which 50 % are performance-based.

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The performance-based portion of the RSUs will also vest on January 1, 2028, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative earnings and cash flow goals, each weighted equally.

On May 22, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 14,826 RSUs to the independent board members of the Board of Directors.

The awards have an aggregate grant-date fair value of $ 0.5 million and will vest on or before the 2025 Annual Stockholders

Note 11 – Share-Based Compensation (continued)

Meeting in May 2025, subject to each applicable director's continued service on the Board of Directors.

On May 21, 2025, and in accordance with the Company's 2025 Non-Employee Director Compensation Plan, the Board of Directors ("Board") approved the issuance of an aggregate of 18,252 RSUs to the independent board members of the Board.

The awards had an aggregate grant-date fair value of $ 0.5 million and will vest on or before the 2026 Annual Stockholders Meeting in May 2026, subject to each applicable director's continued service on the Board.

Vesting of equity awards is subject to acceleration under certain circumstances.

On August 14, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 2,265 RSUs to an independent board member of the Board of Directors in connection with his appointment to the Board of Directors.

The award had an aggregate grant-date fair value of $ 0.06 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to such independent director's continued service on the Board of Directors.

Vesting of such equity awards is subject to acceleration under certain circumstances.

On December 4, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 1,588 RS Us to an independent board member of the Board of Directors in connection with her appointment to the Board of Directors.

The award had an aggregate grant-date fair value of $ 0.04 and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to such independent director's continued service on the Board of Directors.

Vesting of such equity awards is subject to acceleration under certain circumstances.

On July 1, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

One employee received an award, of which 75 % is performance-based and one employee received an award of which 50 % is performance-based.

The awards have an aggregate grant-date fair value of $ 0.1 million and were comprised of 2,444 RSUs.

The non-performance portion of these awards will vest on July 1, 2028, subject to the employees' continued employment.

The performance-based portion of the RSUs will also vest on July 1, 2028, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative earnings and cash flow goals, each weighted equally.

Note 10 – Share-Based Compensation (continued)

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued.

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Years ended December 31,

2024 2023 2022

RSUs Weighted

Fair Value Number

RSUs Weighted

Fair Value Number

RSUs Weighted

Beginning of year

Granted 85 34.48 72 42.09 82 30.68

Vested ( 55 ) 32.68 ( 67 ) 26.54 ( 40 ) 34.29

Forfeited — — ( 7 ) 24.85 ( 36 ) 33.15

End of year 232 $ 35.79 202 $ 35.50 204 $ 29.92

232 $ 35.79 202 $ 35.50 204 $ 29.92

119 24.29 85 34.48 72 42.09

( 40 ) 24.93 ( 55 ) 32.68 ( 67 ) 26.54

( 38 ) 24.76 — — ( 7 ) 24.85

273 $ 33.90 232 $ 35.79 202 $ 35.50

The fair value of the RSUs vested during 2025 was $ 1.0 million.

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These awards are therefore available for future grants under the Plan.

None of the RSUs with performance-based criteria is expected to vest in the coming 3 years period.

None of the RSUs with performance-based criteria is expected to vest in the coming three years period.

Share-Based Compensation Expense

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Years ended December 31,

2024 2023 2022

Restricted stock units

$ 1,792 $ 971 $ 2,290

Share- based compensation expense is recognized ratably over the vesting period of the awards and for RSUs with performance criteria, is recognized for RSU's that are expected to vest and for which performance criteria are expected to be met.

1 unchanged sentence

It was determined that certain objectives were not likely to be fully met, necessitating a reversal of certain compensation expense associated with those awards.

Note 11 – Share-Based Compensation (continued)

During 2024, a net adjustment of $ 1.5 million decreasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated with awards granted in 2022, 2023 and 2024.

It was determined that certain objectives were not likely to be fully met, necessitating a reversal of certain compensation expense associated with those awards.

During the fourth quarter of 2022, a net adjustment of $ 0.3 million increasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated primarily with awards granted in 2020.

It was determined that certain objectives, which were deemed not likely to be met in previous years, were met.

During 2023, a net adjustment of $ 0.4 million decreasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated with awards granted in 2021, 2022 and 2023.

It was determined that certain objectives were not likely to be fully met, necessitating a reversal of certain compensation expense associated with those awards

Note 10 – Share-Based Compensation (continued)

The total tax benefit on share-based compensation expense was $ 0.4 million, $ 0.2 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

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Tax Assessment

During the second quarter of 2024, the Israel Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.3 million), pertaining to claims of VAT between the years 2019 to 2023.

The Company believes that the liability for the assessment is not probable and files an appeal against this assessment.

Given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

During the second quarter of 2024, the Israeli Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.6 million), pertaining to claims of VAT between the years 2019 to 2023.

On August 6, 2025, the Company received the decision of the Israeli Tax Authority regarding the Company's appeal of the VAT assessment.

The appeal was rejected, based on the same reasoning outlined in the original assessment issued to the Company.

The Company deferred the assessment and with the assistance of its legal counsel appealed on this decision to the court on January 18, 2026.

The Company believes that the liability for the assessment is not probable, and given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business.

8 unchanged sentences

Certain metals used in the manufacture of the Company’s products are traded on active markets, and can be subject to significant price volatility.

Note 11 – Commitments, Contingencies, and Concentrations (continued)

Market Concentrations

7 unchanged sentences

At December 31, 2025 and 2024 , the Company had no significant concentrations of credit risk.

Note 12 – Commitments, Contingencies, and Concentrations (continued)

Geographic Concentrations

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See the following table for the percentage of cash and cash equivalents by region of subsidiary, at December 31, 2025 and December 31, 2024 :

Asia 21 % 22 %

United States

Israel 56 % 36 %

Europe 14 % 23 %

Canada 3 % 11 %

Total 100 % 100 %

Note 12 – Leases

1 unchanged sentence

Leases recorded on the balance sheet consist of the following (in thousands) :

Leases December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Operating lease right of use asset

$ 22,892 $ 24,316

Operating lease - current

$ 4,347 $ 3,998

Operating lease - non-current

$ 19,547 $ 19,928

Note 12 – Leases ( continued)

Other information related to lease term and discount rate is as follows:

December 31, 2025

Operating leases weighted average remaining lease term (in years) 7.1 years

Operating leases weighted average remaining lease term (in years)

Operating leases weighted average discount rate

The components of lease expense are as follows (in thousands) :

December 31, 2024 December 31, 2023 December 31, 2022

December 31, 2025

December 31, 2024

December 31, 2023

Operating lease cost

$ 5,478 $ 5,349 $ 5,171

Short-term lease cost

Sublease income

( 531 ) ( 445 ) ( 385 )

Total net lease cost

$ 5,142 $ 4,949 $ 4,936

Right of use assets obtained in exchange for new operating lease liability during 2025 were $ 2.5 million and in 2024 were $ 2.0 million.

1 unchanged sentence

Undiscounted maturities of operating lease payments as of December 31, 2025 are summarized as follows (in thousands) :

Note 13 - Leases ( continued)

Thereafter 8,826

Total future minimum lease payments

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Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.

The following table sets forth reporting segment information (in thousands) :

Note 13 – Segment and Geographic Data (continued)

Sensors Weighing Solutions Measurement Systems Corporate/

The following table sets forth reporting segment information (in thousands) :

Net third-party revenues

$ 115,645 $ 111,143 $ 80,414 $ — $ 307,202

Intersegment revenues

1,529 660 — ( 2,189 ) —

Total revenues

117,174 111,803 80,414 ( 2,189 ) 307,202

Costs of products sold

Gross profit 38,758 39,195 47,579 — 125,532

81,249 70,174 38,538 ( 2,189 ) 187,772

35,925 41,629 41,876 — 119,430

Research and development expenses

4,117 5,494 11,214 — 20,825

Segment selling, general, and administrative expenses (1)

15,927 19,612 17,883 — 53,422

Segment operating income

15,881 16,523 12,779 — 45,183

Other supplemental information:

Acquisition costs — — 101 — 101

Restructuring costs

241 215 494 540 1,490

Depreciation and amortization expense

6,404 3,115 4,303 2,099 15,921

Capital expenditures

Total assets 170,567 123,477 138,419 18,472 450,935

4,693 2,315 771 216 7,995

Net third-party revenues

$ 112,238 $ 107,205 $ 87,079 $ — $ 306,522

Intersegment revenues

1,756 — — ( 1,756 ) —

Total revenues

113,994 107,205 87,079 ( 1,756 ) 306,522

Costs of products sold

Gross profit 55,130 45,276 49,936 — 150,342

75,236 68,010 39,500 ( 1,756 ) 180,990

38,758 39,195 47,579 — 125,532

Research and development expenses

4,196 5,302 10,461 — 19,959

Segment selling, general, and administrative expenses (1)

16,408 19,516 19,293 — 55,217

Segment operating income

18,154 14,377 17,825 — 50,356

Other supplemental information:

Acquisition costs

— — 101 — 101

Restructuring costs

686 76 — 300 1,062

Depreciation and amortization expense

6,412 3,377 4,294 1,722 15,805

Capital expenditures

Total assets 156,384 142,152 154,559 18,471 471,566

4,602 1,799 1,226 171 7,798

Net third-party revenues

$ 139,783 $ 122,528 $ 92,737 $ — $ 355,048

Intersegment revenues

1,743 — — ( 1,743 ) —

Total revenues

141,526 122,528 92,737 ( 1,743 ) 355,048

Costs of products sold

Gross profit 61,087 43,178 45,337 — 149,602

86,396 77,252 42,801 ( 1,743 ) 204,706

55,130 45,276 49,936 — 150,342

Research and development expenses

4,424 5,518 10,433 — 20,375

Segment selling, general, and administrative expenses (1)

15,881 18,188 18,896 — 52,965

Segment operating income

34,825 21,570 20,607 — 77,002

Other supplemental information:

Restructuring costs

— 1,478 32 50 1,560

Depreciation and amortization expense

6,141 3,389 4,239 1,781 15,550

Capital expenditures

Total assets 156,816 148,041 153,547 18,338 476,742

Note 14 – Segment and Geographic Data (continued)

8,181 6,447 1,111 2 15,741

( 1 ) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding research and development expenses and amortization of intangible assets attributed to the segment.

Note 13 – Segment and Geographic Data (continued)

The following table reconciles segment profit to consolidated income before taxes (in thousands) :

Years ended December 31,

2024 2023 2022

Segment operating income

$ 45,183 $ 50,356 $ 77,002

Acquisition costs

Restructuring costs

1,490 1,062 1,560

Gain on sale of asset held for sale

( 5,544 ) — —

Unallocated G&A expenses

35,390 32,329 33,488

Operating income

Other income (expense) $ 700 $ ( 3,518 ) $ 1,289

$ 13,847 $ 16,864 $ 41,954

Other (expense) income

$ ( 5,051 ) $ 700 $ ( 3,518 )

Income before taxes

$ 8,796 $ 17,564 $ 38,436

The following geographic data includes property and equipment based on physical location (in thousands) :

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United States

Europe 5,143 5,321

Israel 40,493 43,987

Asia 25,238 26,946

$ 6,582 $ 7,125

37,886 40,493

24,950 25,238

Canada and Other

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Years ended December 31,

2024 2023 2022

Numerator for basic and diluted earnings per share:

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Years ended December 31,

2024 2023 2022

Foreign exchange gain/(loss)

$ ( 4,214 ) $ 1,878 $ ( 822 )

Interest income

1,700 1,673 1,651

Pension expense

Other ( 284 ) ( 321 ) ( 181 )

( 141 ) ( 55 ) ( 52 )

( 459 ) ( 284 ) ( 321 )

$ ( 3,114 ) $ 3,212 $ 456

Foreign currency exchange gains and losses represent the impact of changes in foreign currency exchange rates.

The foreign exchange gain/(loss) for the year ended December 31, 2024, is primarily due to fluctuations in the Japanese yen, Israeli shekel and the Canadian dollar.

The foreign exchange gain/(loss) for the year ended December 31, 2025 , is primarily due to fluctuations in the Israeli shekel, Japanese yen and the Canadian dollar.

The foreign exchange gain/(loss) for the year ended December 31, 2024 , is primarily due to fluctuations in the Israeli shekel, the Canadian dollar and the British pound and for the year ended December 31, 2023 , is primarily due to fluctuations in the Israeli shekel, the Japanese yen and the British pound.

3 unchanged sentences

Customer advance payments

$ 7,059 $ 7,009

Accrued restructuring

5 unchanged sentences

Current accrued pension and other post retirement costs

Other 1,980 2,558

$ 20,833 $ 19,725

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The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands) :

As of December 31, 2024 Fair value measurements at reporting date using:

Total Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs

As of December 31, 2025

Fair value measurements at reporting date using:

Total Fair Value

Level 1 Inputs

Level 2 Inputs

Level 3 Inputs

Assets held in rabbi trusts

As of December 31, 2023 Fair value measurements at reporting date using:

Total Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs

$ 6,576 $ 52 $ 6,524 $ —

As of December 31, 2024

Fair value measurements at reporting date using:

Total Fair Value

Level 1 Inputs

Level 2 Inputs

Level 3 Inputs

Assets held in rabbi trusts

$ 6,228 $ 45 $ 6,183 $ —

The Company maintains nonqualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and nonqualified pension plans.

14 unchanged sentences

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 9A. Controls and Procedures