3 unchanged sentences
(In thousands)
−Removed: September 27, 2025
−Removed: December 31, 2024
+Added: April 4, 2026 December 31, 2025
Current assets:
13 unchanged sentences
19,306 20,425
−Removed: Asset held for sale
Total current assets
22 unchanged sentences
(In thousands)
−Removed: September 27, 2025
−Removed: December 31, 2024
+Added: April 4, 2026 December 31, 2025
Liabilities and equity
4 unchanged sentences
18,900 19,569
−Removed: Other accrued expenses
+Added: Other accrued expenses and other current liabilities
19,959 20,833
14 unchanged sentences
25,000,000 shares authorized;
−Removed: 12,256,197 shares outstanding as of September 27, 2025 and 12,215,668 shares outstanding as of December 31, 2024
+Added: 12,278,113 shares outstanding as of April 4, 2026 and 12,256,197 shares outstanding as of December 31, 2025
Class B convertible common stock, par value $ 0.10 per share:
3,000,000 shares authorized;
−Removed: 1,022,887 shares outstanding as of September 27, 2025 and December 31, 2024
−Removed: Treasury stock, at cost - 1,137,995 shares held at September 27, 2025 and December 31, 2024
+Added: 1,022,887 shares outstanding as of April 4, 2026 and December 31, 2025
+Added: Treasury stock, at cost - 1,137,995 shares held at April 4, 2026 and December 31, 2025
( 25,335 ) ( 25,335 )
10 unchanged sentences
( 240 ) ( 144 )
+Added: 334,477 336,227
Total liabilities and equity
5 unchanged sentences
Fiscal Quarter Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: $ 79,728 $ 75,727
+Added: April 4, 2026
+Added: March 29, 2025
Costs of products sold
−Removed: 47,603 45,467
−Removed: 32,125 30,260
Selling, general and administrative expenses
−Removed: 27,296 26,337
−Removed: Gain on asset held for sale
Restructuring costs
−Removed: Operating income
−Removed: Other (expense) income :
−Removed: Interest expense
−Removed: ( 425 ) ( 648 )
−Removed: 159 ( 2,646 )
+Added: Operating income (loss)
Other expense:
−Removed: ( 266 ) ( 3,294 )
−Removed: Income before taxes
−Removed: Income tax expense
−Removed: Net earnings (loss)
−Removed: 7,932 ( 1,328 )
−Removed: net earnings attributable to noncontrolling interests
−Removed: Net earnings (loss) attributable to VPG stockholders
−Removed: $ 7,858 $ ( 1,351 )
−Removed: Basic earnings (loss) per share attributable to VPG stockholders
−Removed: $ 0.59 $ ( 0.10 )
−Removed: Diluted earnings (loss) per share attributable to VPG stockholders
−Removed: $ 0.59 $ ( 0.10 )
−Removed: Weighted average shares outstanding - basic
−Removed: 13,279 13,254
−Removed: Weighted average shares outstanding - diluted
−Removed: 13,344 13,254
−Removed: See accompanying notes.
−Removed: VISHAY PRECISION GROUP, INC.
−Removed: Consolidated Condensed Statements of Operations
−Removed: (Unaudited - In thousands, except per share amounts)
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: $ 226,630 $ 233,869
−Removed: Costs of products sold
−Removed: 136,866 136,108
−Removed: 89,764 97,761
−Removed: Selling, general and administrative expenses
−Removed: 81,708 80,232
−Removed: Gain on asset held for sale
−Removed: Restructuring costs
−Removed: Operating income
−Removed: 12,807 16,665
−Removed: Other (expense) income :
Interest expense
−Removed: ( 1,525 ) ( 1,925 )
−Removed: ( 1,781 ) 915
Other expense
−Removed: ( 3,306 ) ( 1,010 )
−Removed: Income before taxes
−Removed: Income tax expense
−Removed: net earnings attributable to noncontrolling interests
−Removed: Net earnings attributable to VPG stockholders
−Removed: $ 7,164 $ 9,143
−Removed: Basic earnings per share attributable to VPG stockholders
−Removed: $ 0.54 $ 0.68
−Removed: Diluted earnings per share attributable to VPG stockholders
−Removed: $ 0.54 $ 0.68
+Added: Loss before taxes
+Added: Income tax expense (benefit)
+Added: net loss attributable to noncontrolling interests
+Added: Net loss attributable to VPG stockholders
+Added: Basic loss per share attributable to VPG stockholders
+Added: Diluted loss per share attributable to VPG stockholders
Weighted average shares outstanding - basic
−Removed: 13,260 13,367
Weighted average shares outstanding - diluted
−Removed: 13,307 13,405
See accompanying notes.
3 unchanged sentences
Fiscal Quarter Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: Net earnings (loss)
−Removed: $ 7,932 $ ( 1,328 )
+Added: April 4, 2026
+Added: March 29, 2025
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment
−Removed: ( 1,806 ) 6,809
Pension and other postretirement actuarial items
Other comprehensive loss (income)
−Removed: ( 1,804 ) 6,801
−Removed: Comprehensive income
−Removed: comprehensive income attributable to noncontrolling interests
−Removed: Comprehensive income attributable to VPG stockholders
−Removed: $ 6,054 $ 5,450
−Removed: See accompanying notes.
−Removed: VISHAY PRECISION GROUP, INC.
−Removed: Consolidated Condensed Statements of Comprehensive Income
−Removed: (Unaudited - In thousands)
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: $ 7,281 $ 9,146
−Removed: Other comprehensive income (loss), net of tax:
−Removed: Foreign currency translation adjustment
−Removed: 7,363 ( 679 )
−Removed: Pension and other postretirement actuarial items
−Removed: Other comprehensive income (loss)
−Removed: 7,377 ( 695 )
−Removed: Comprehensive income
−Removed: comprehensive income attributable to noncontrolling interests
−Removed: Comprehensive income attributable to VPG stockholders
−Removed: $ 14,541 $ 8,448
+Added: Comprehensive (loss) income
+Added: comprehensive income (loss) attributable to noncontrolling interests
+Added: Comprehensive (loss) income attributable to VPG stockholders
See accompanying notes.
2 unchanged sentences
(Unaudited - In thousands)
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: Three Fiscal Months Ended
+Added: April 4, 2026
+Added: March 29, 2025
Operating activities
−Removed: $ 7,281 $ 9,146
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
−Removed: 11,878 11,771
−Removed: Loss (gain) on sale of property and equipment
−Removed: Gain on asset held for sale
Share-based compensation expense
Inventory write-offs for obsolescence
−Removed: Deferred (expense) income taxes
−Removed: ( 2,322 ) 512
+Added: Deferred income tax expense
Foreign currency impacts and other items
−Removed: 270 ( 1,213 )
Net changes in operating assets and liabilities:
Accounts receivable
−Removed: ( 6,223 ) 3,340
−Removed: ( 2,084 ) ( 1,816 )
Prepaid expenses and other current assets
−Removed: ( 2,863 ) ( 5,576 )
Trade accounts payable
Other current liabilities
−Removed: 6,499 ( 3,921 )
Other non current assets and liabilities, net
−Removed: ( 1,335 ) ( 767 )
Accrued pension and other postretirement costs, net
−Removed: Net cash provided by operating activities
+Added: Net cash (used in) provided by operating activities
Investing activities
Capital expenditures
−Removed: ( 4,953 ) ( 6,965 )
−Removed: Proceeds from sale of asset held for sale and property and equipment
−Removed: Net cash provided by (used in) investing activities
−Removed: 5,938 ( 6,318 )
+Added: Net cash used in investing activities
Financing activities
−Removed: Repayments on revolving facility
−Removed: Debt issuance costs
−Removed: Purchase of treasury stock
−Removed: Contributions (distributions) from noncontrolling interests
+Added: (Distributions) Contributions from noncontrolling interests
Payments of employee taxes on certain share-based arrangements
−Removed: ( 256 ) ( 860 )
Net cash used in financing activities
−Removed: ( 11,220 ) ( 9,294 )
Effect of exchange rate changes on cash and cash equivalents
−Removed: 2,309 ( 315 )
−Removed: Increase (Decrease) in cash and cash equivalents
−Removed: 6,981 ( 2,888 )
+Added: (Decrease) Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
−Removed: 79,272 83,965
Cash and cash equivalents at end of period
−Removed: $ 86,253 $ 81,077
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid
−Removed: 1,239 $ 1,354
−Removed: Supplemental disclosure of financing transactions:
−Removed: Excise tax on net share repurchases accrued but not yet paid
See accompanying notes.
3 unchanged sentences
Fiscal Quarter Ended
−Removed: September 27, 2025
+Added: April 4, 2026
Total VPG Inc.
2 unchanged sentences
Noncontrolling
−Removed: Income (Loss)
−Removed: Balance at June 28, 2025
+Added: Balance at December 31, 2025
$ 1,340 $ 103 $ ( 25,335 ) $ 204,360 $ 197,270 $ ( 41,367 ) $ 336,371 $ ( 144 ) $ 336,227
+Added: Net (loss) earnings
— — — — ( 319 ) — ( 319 ) 32 ( 287 )
−Removed: Other comprehensive income
+Added: Other comprehensive loss
— — — — — ( 1,806 ) ( 1,806 ) — ( 1,806 )
5 unchanged sentences
— — — — — — — ( 127 ) ( 127 )
−Removed: Balance at September 27, 2025
+Added: Balance at April 4, 2026
$ 1,342 $ 103 $ ( 25,335 ) $ 204,829 $ 196,951 $ ( 43,173 ) $ 334,717 $ ( 240 ) $ 334,477
Fiscal Quarter Ended
−Removed: September 28, 2024
−Removed: Total VPG Inc.
−Removed: Comprehensive
−Removed: Stockholders'
−Removed: Noncontrolling
−Removed: Income (Loss)
−Removed: Balance at June 29, 2024
−Removed: $ 1,336 $ 103 $ ( 23,388 ) $ 202,765 $ 192,560 $ ( 46,365 ) $ 327,011 $ 23 $ 327,034
−Removed: — — — — ( 1,351 ) — ( 1,351 ) 23 ( 1,328 )
−Removed: Other comprehensive loss
−Removed: — — — — — 6,801 6,801 — 6,801
−Removed: Share-based compensation expense
−Removed: — — — 107 — — 107 — 107
−Removed: Purchase of treasury stock.
−Removed: ( 63,227 shares)
−Removed: — — ( 1,928 ) — — — ( 1,928 ) — ( 1,928 )
−Removed: Excise tax on net share repurchase
−Removed: — ( 19 ) — — — ( 19 ) — ( 19 )
−Removed: Distributions to noncontrolling interests
−Removed: — — — — — — — ( 10 ) ( 10 )
−Removed: Balance at September 28, 2024
−Removed: $ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657
−Removed: See accompanying notes.
−Removed: VISHAY PRECISION GROUP, INC.
−Removed: Consolidated Condensed Statements of Equity
−Removed: (Unaudited - In thousands, except share amounts)
−Removed: Nine Fiscal Months Ended September 27, 2025
+Added: March 29, 2025
Total VPG Inc.
12 unchanged sentences
2 — — ( 257 ) — — ( 255 ) — ( 255 )
−Removed: Excise tax on net share repurchase
−Removed: — — — — — — — — —
−Removed: Contributions from noncontrolling interests
−Removed: — — — — — — — 36 36
−Removed: Balance at September 27, 2025
−Removed: $ 1,340 $ 103 $ ( 25,335 ) $ 204,029 $ 199,141 $ ( 41,520 ) $ 337,758 $ 46 $ 337,804
−Removed: Nine Fiscal Months Ended September 28, 2024
−Removed: Total VPG Inc.
−Removed: Comprehensive
−Removed: Stockholders'
−Removed: Noncontrolling
−Removed: Income (Loss)
−Removed: Balance at December 31, 2023
−Removed: $ 1,330 $ 103 $ ( 17,460 ) $ 202,672 $ 182,066 $ ( 38,869 ) $ 329,842 $ 83 $ 329,925
−Removed: — — — — 9,143 — 9,143 3 9,146
−Removed: Other comprehensive loss
−Removed: — — — — — ( 695 ) ( 695 ) — ( 695 )
−Removed: Share-based compensation expense
−Removed: — — — 1,060 — — 1,060 — 1,060
−Removed: Restricted stock issuances ( 55,219 shares)
−Removed: 6 — — ( 860 ) — — ( 854 ) — ( 854 )
−Removed: Purchase of treasury stock ( 244,702 shares)
−Removed: — — ( 7,815 ) — — — ( 7,815 ) — ( 7,815 )
−Removed: Excise tax on net share repurchase
−Removed: — — ( 60 ) — — — ( 60 ) — ( 60 )
−Removed: Distributions to noncontrolling interests
+Added: Contribution from noncontrolling interests
— — — — — — — 147 147
−Removed: Balance at September 28, 2024
+Added: Balance at March 29, 2025
$ 1,338 $ 103 $ ( 25,335 ) $ 203,071 $ 191,035 $ ( 45,224 ) $ 324,988 $ 27 $ 325,015
6 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.
−Removed: 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.
+Added: Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality.
Interim Financial Statements
2 unchanged sentences
These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 , included in VPG’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2025 , filed with the SEC on February 27, 2026.
−Removed: The results of operations for the fiscal quarter ended September 27, 2025 are not necessarily indicative of the results to be expected for the full year.
+Added: The results of operations for the fiscal quarter ended April 4, 2026 are not necessarily indicative of the results to be expected for the full year.
VPG reports interim financial information for 13 -week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31.
1 unchanged sentence
September 27,
−Removed: September 28,
Recent Accounting Pronouncements
−Removed: The Company evaluates the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB").
−Removed: In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: 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.
−Removed: The ASU also allows, in addition to the measure that is most consistent with U.S.
−Removed: 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.
−Removed: 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.
−Removed: As part of the Annual Report for the year ended December 31, 2024 , which was filed on February 25, 2025, the Company adopted ASU 2023 - 07, which was applied retrospectively to all prior periods presented.
−Removed: Refer to Note 14 herein for further details regarding this adoption.
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023 - 09, Income Taxes (Topic 740 ):
−Removed: Improvements to Income Tax Disclosures.
−Removed: This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.
−Removed: The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions.
−Removed: This ASU is effective for annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.
−Removed: The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
−Removed: In November 2024, the FASB issued ASU No.
−Removed: 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ), Disaggregation of Income Statement Expenses.
+Added: 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.
This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements.
3 unchanged sentences
The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
+Added: In July 2025 the FASB issued ASU No.
+Added: 2025 - 05 – Financial Instruments – Credit Losses (Topic 326 ):
+Added: 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.
+Added: 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.
+Added: The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2025.
+Added: Early adoption is permitted.
+Added: The Company adopted this ASU at this reporting period, and it has no material impact on our consolidated financial statements.
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements .
+Added: ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations.
+Added: The ASU does not introduce significant changes to recognition or measurement guidance.
+Added: The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: ASU 2025-11 allows for either a prospective or retrospective approach on adoption.
+Added: The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.
Note 2 – Revenues
1 unchanged sentence
The following table disaggregates net revenue by geographic region from contracts with customers based on net revenues generated by subsidiaries within that geographic location (in thousands) :
−Removed: Fiscal Quarter Ended
−Removed: Fiscal Quarter Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: Weighing Solutions
−Removed: Measurement Systems
−Removed: Weighing Solutions
−Removed: Measurement Systems
−Removed: United States
−Removed: Nine Fiscal Months Ended September 27, 2025
−Removed: Nine Fiscal Months Ended September 28, 2024
+Added: Fiscal Quarter Ended Fiscal Quarter Ended
+Added: April 4, 2026
+Added: March 29, 2025
Weighing Solutions
3 unchanged sentences
United States
+Added: $ 14,195 $ 11,932 $ 14,370 $ 40,497 $ 10,476 $ 11,186 $ 12,287 $ 33,949
+Added: 8,241 14,801 1,240 $ 24,282 8,346 12,093 469 20,908
+Added: 6,565 3,410 1,550 $ 11,525 4,863 3,120 2,212 10,195
+Added: — 2 3,643 $ 3,645 — 7 3,279 3,286
+Added: 4,313 91 — $ 4,404 3,370 33 — 3,403
+Added: $ 33,314 $ 30,236 $ 20,803 84,353 $ 27,055 $ 26,439 $ 18,247 $ 71,741
The following table disaggregates net revenue from contracts with customers by market sector (in thousands) .
Fiscal Quarter Ended
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Test & Measurement
+Added: $ 17,768 $ 14,733
Avionics, Military & Space
Transportation
+Added: 14,800 15,430
Other Markets
+Added: 16,361 13,248
Industrial Weighing
General Industrial
+Added: $ 84,353 $ 71,741
Contract Assets & Liabilities
8 unchanged sentences
Balance at December 31, 2025
−Removed: Balance at September 27, 2025
−Removed: Increase (decrease)
−Removed: The amount of revenue recognized during the nine fiscal months ended September 27, 2025 that was included in the contract liability balance at December 31, 2024 was $ 5.9 million.
−Removed: Note 3 – Sale Asset Held for Sale
−Removed: Sale of Manufacturing Facility in Kent, Washington
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: No further depreciation was recorded once the asset was classified as held for sale.
−Removed: 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 quarter ended and nine fiscal months ended September 27, 2025.
−Removed: 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 .
+Added: $ 3,593 $ 7,059
+Added: Balance at April 4, 2026
+Added: $ ( 394 ) $ ( 990 )
+Added: The amount of revenue recognized during the three fiscal months ended April 4, 2026 that was included in the contract liability balance at December 31, 2025 was $ 2.6 million.
Note 3 – Goodwill
−Removed: The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of its fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred.
+Added: The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of its fourth quarter, and whenever events or changes in circumstances indicating that a possible impairment may have been incurred.
The change in the carrying amount of goodwill by reporting unit is as follows (in thousands) :
3 unchanged sentences
Balance at December 31, 2025
−Removed: $ 46,819 $ 5,964 $ 1,633 $ 16,878 $ 16,033 $ 6,311
−Removed: Adjustment (1)
−Removed: $ — $ 1,633 $ ( 1,633 ) $ — $ — $ —
Foreign currency translation adjustment
−Removed: $ 451 $ 406 $ — $ 45 $ — $ —
−Removed: Balance at September 27, 2025
−Removed: $ 47,270 $ 8,003 $ — $ 16,923 $ 16,033 $ 6,311
−Removed: ( 1 ) The goodwill resulting from the acquisition of Nokra in September 2024, was allocated to the Steel reporting unit.
+Added: Balance at April 4, 2026
Note 4 – Leases
−Removed: The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to eleven years, four months.
−Removed: The Company has no finance leases.
+Added: The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to ten years, seven months, eight days.
Leases recorded on the balance sheet consist of the following (in thousands) :
−Removed: September 27, 2025
+Added: April 4, 2026
December 31, 2025
6 unchanged sentences
Other information related to lease term and discount rate is as follows:
−Removed: September 27, 2025
+Added: April 4, 2026
Operating leases weighted average remaining lease term (in years)
1 unchanged sentence
The components of lease expense are as follows (in thousands) :
−Removed: Fiscal Quarter Ended Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: Fiscal Quarter Ended
+Added: April 4, 2026
+Added: March 29, 2025
Operating lease cost
5 unchanged sentences
$ 1,421 $ 1,231
−Removed: Right of use assets obtained in exchange for new operating lease liability during the nine fiscal months ended September 27, 2025 were $ 1.3 million.
−Removed: The Company paid $ 4.0 million and $ 3.9 million for its operating leases for each of the nine fiscal months ended September 27, 2025 and September 28, 2024 , which are included in operating cash flows on the consolidated condensed statements of cash flows.
−Removed: Undiscounted maturities of operating lease payments as of September 27, 2025 are summarized as follows (in thousands) :
+Added: Right of use assets obtained in exchange for new operating lease liability during the three fiscal months ended April 4, 2026 were $ 0.4 million.
+Added: The Company paid $ 1.4 million and $ 1.3 million for its operating leases for each of the three fiscal months ended April 4, 2026 and March 29, 2025 , which are included in operating cash flows on the consolidated condensed statements of cash flows.
+Added: Undiscounted maturities of operating lease payments as of April 4, 2026 are summarized as follows (in thousands) :
Total future minimum lease payments
2 unchanged sentences
Note 5 – Income Taxes
−Removed: The Company reported an effective income tax rate of 19.8 % for the third fiscal quarter of 2025, compared to 343.2 % in the third fiscal quarter of 2024.
−Removed: The effective tax rate for the fiscal quarter ended September 27, 2025, primarily resulted from an increase in U.S.
−Removed: taxable income, the impact of the One Big Beautiful Bill Act (the “OBBBA”), and changes in the valuation allowance on deferred tax assets, which provided a tax benefit.
−Removed: Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets.
−Removed: For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4 %, compared to 41.6 % for the same period in 2024.
−Removed: The year-over-year change in the effective tax rate was primarily driven by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S.
−Removed: On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
−Removed: The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024.
−Removed: Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S.
−Removed: 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.
−Removed: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
−Removed: Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.
+Added: For the fiscal quarter ended April 4, 2026, the Company reported tax expenses, and its effective tax rate was ( 81.4 %) compared to the fiscal quarter ended March 29, 2025, where the Company reported tax benefits, and its effective tax rate was 25.8 %.
+Added: The effective tax rate for the fiscal quarter ended April 4, 2026 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.
+Added: The effective tax rate for the fiscal quarter ended March 29, 2025 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.
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.
8 unchanged sentences
Long-term debt consists of the following (in thousands) :
−Removed: September 27, 2025
−Removed: December 31, 2024
+Added: April 4, 2026 December 31, 2025
Credit Agreement - Revolving Facility
8 unchanged sentences
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.
−Removed: 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.
+Added: 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.
8 unchanged sentences
Additional customary fees apply with respect to letters of credit.
−Removed: On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $ 11.0 million, using proceeds from the sale of manufacturing facility (see Note 3 - Sale of As set Held for Sale ).
−Removed: The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility.
−Removed: As of September 27, 2025 , the outstanding balance under the revolving credit facility was $ 21.0 million, bearing interest at variable rates based on the Credit Agreement.
+Added: 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.
+Added: 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.
+Added: As of April 4, 2026 , the outstanding balance under the 2024 Revolving Facility was $ 21.0 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.
−Removed: The Company was in compliance with its financial maintenance covenants as of September 27, 2025 .
+Added: The Company was in compliance with its financial maintenance covenants as of April 4, 2026 .
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.
4 unchanged sentences
Balance at January 1, 2026
−Removed: $ ( 48,915 ) $ 18 $ ( 48,897 )
−Removed: Other comprehensive income before reclassifications
−Removed: 7,363 — $ 7,363
+Added: Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive income
−Removed: Balance at September 27, 2025
−Removed: $ ( 41,552 ) $ 32 $ ( 41,520 )
+Added: Balance at April 4, 2026
Postretirement
1 unchanged sentence
Balance at January 1, 2025
−Removed: $ ( 39,262 ) $ 393 $ ( 38,869 )
−Removed: Other comprehensive loss before reclassifications
−Removed: ( 679 ) — ( 679 )
+Added: Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive loss
−Removed: — ( 16 ) ( 16 )
−Removed: Balance at September 28, 2024
−Removed: $ ( 39,941 ) $ 377 $ ( 39,564 )
+Added: Balance at March 29, 2025
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 8 - Pension and Other Postretirement Benefits ).
2 unchanged sentences
The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands) :
−Removed: Fiscal Quarter Ended Fiscal Quarter Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: Net service cost
−Removed: $ 66 $ 3 $ 66 $ 4
−Removed: Interest cost
−Removed: 208 28 191 27
−Removed: Expected return on plan assets
−Removed: ( 176 ) — ( 211 ) —
−Removed: Amortization of actuarial losses (gains)
−Removed: 2 ( 8 ) 4 ( 3 )
−Removed: Net periodic benefit cost
−Removed: $ 100 $ 23 $ 50 $ 28
−Removed: Nine Fiscal Months Ended
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: Fiscal Quarter Ended
+Added: Fiscal Quarter Ended
+Added: April 4, 2026
+Added: March 29, 2025
Net service cost
−Removed: $ 195 $ 10 $ 199 $ 12
Interest cost
−Removed: 613 85 572 81
Expected return on plan assets
−Removed: ( 519 ) — ( 630 ) —
Amortization of actuarial losses (gains)
−Removed: 7 ( 24 ) 13 ( 9 )
Net periodic benefit cost
−Removed: $ 296 $ 71 $ 154 $ 84
Note 9 – Share-Based Compensation
1 unchanged sentence
2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock.
−Removed: At September 27, 2025 , the Company had reserved 378,739 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan.
+Added: At April 4, 2026 , the Company had reserved 265,057 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan.
If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others.
If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.
−Removed: 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.
+Added: On February 26, 2026 and in accordance with their respective employment agreements, VPG’s five 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 $ 4.2 million and were comprised of 87,943 RSUs.
Fifty percent of these awards will vest on January 1, 2029, subject to the executives’ continued employment.
−Removed: 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.
+Added: The performance-based portion of the RSUs will also vest on January 1, 2029, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative “adjusted free cash flow” and "adjusted net earnings goals", each weighted equally.
On February 26, 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.
−Removed: Certain employees received awards, of which 75 % are performance-based and certain employees received awards of which 50 % are performance-based.
−Removed: The awards have an aggregate grant-date fair value of $ 0.4 million and were comprised of 18,282 RSUs.
−Removed: The non-performance portion of these awards ( twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2028, subject to the employees' continued employment.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Vesting of equity awards is subject to acceleration under certain circumstances.
−Removed: On July 1, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.
−Removed: One employee received an award, of which 75 % is performance-based and one employee received an award of which 50 % is performance-based.
+Added: Certain employees received awards, of which 50 % are performance-based.
The awards have an aggregate grant-date fair value of $ 0.9 million and were comprised of 19,735 RSUs.
−Removed: The non-performance portion of these awards will vest on July 1, 2028, subject to the employees' continued employment.
−Removed: 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.
+Added: The non-performance portion of these awards ( fifty percent) will vest on January 1, 2029, subject to the employees' continued employment.
+Added: The performance-based portion ( fifty percent) of the RSUs will also vest on January 1, 2029, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative adjusted earnings and adjusted cash flow goals, each weighted equally.
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.
3 unchanged sentences
Fiscal Quarter Ended
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Share-based compensation expense
−Removed: $ 493 $ 107 $ 1,550 $ 1,060
Note 10 – Segment Information
+Added: VPG reports in three reportable segments:
+Added: Sensors segment, Weighing Solutions segment, and Measurement Systems segment.
+Added: The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments.
+Added: The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure.
+Added: The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
+Added: The chief operating decision maker ("CODM") is our chief executive officer.
+Added: The evaluation of the segments performance is based on multiple performance measures including revenues and operating income, exclusive of certain items.
+Added: Management believes that evaluating segment performance, excluding items such as restructuring severance, share-based compensation, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.
+Added: The accounting policies of the segments are the same as those described in the summary of significant accounting policies ( see Note 1 ) .
+Added: Reporting segment assets are the owned or allocated assets used by each segment.
+Added: Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.
VPG reports in three reporting segments:
3 unchanged sentences
The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
−Removed: The chief operating decision maker ("CODM") is our chief executive officer.
−Removed: The evaluation of the segments' performance is based on multiple performance measures including revenues and operating income, exclusive of certain items.
−Removed: Management believes that evaluating segment performance, excluding items such as restructuring, severance, gain on asset held for sale, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.
Note 10 – Segment Information (continued)
3 unchanged sentences
Corporate/ Other
−Removed: Three Fiscal Months Ended September 27, 2025
−Removed: Net third-party revenues
−Removed: $ 31,624 $ 27,538 $ 20,566 $ — $ 79,728
−Removed: Intersegment revenues
−Removed: 405 158 — ( 563 ) —
−Removed: Total revenues
−Removed: 32,029 27,696 20,566 ( 563 ) 79,728
−Removed: Costs of products sold
−Removed: 21,403 16,586 10,177 ( 563 ) 47,603
−Removed: 10,626 11,110 10,389 — 32,125
−Removed: Research and development expenses
−Removed: 980 1,305 2,754 — 5,039
−Removed: Segment selling, general, and administrative expenses (1)
−Removed: 4,152 4,951 4,555 — 13,658
−Removed: Segment operating income
−Removed: 5,494 4,854 3,080 — 13,428
−Removed: Other supplemental information:
−Removed: Restructuring costs
−Removed: — 60 136 18 214
−Removed: Depreciation and amortization expense
−Removed: 1,594 781 1,080 534 3,989
−Removed: Capital expenditures
−Removed: 1,933 514 147 105 2,699
−Removed: Three Fiscal Months Ended September 28, 2024
−Removed: Net third-party revenues
−Removed: $ 28,201 $ 25,174 $ 22,352 $ — $ 75,727
−Removed: Intersegment revenues
−Removed: 337 — — ( 337 ) —
−Removed: Total revenues
−Removed: 28,538 25,174 22,352 ( 337 ) 75,727
−Removed: Costs of products sold
−Removed: 19,808 16,334 9,662 ( 337 ) 45,467
−Removed: 8,730 8,840 12,690 — 30,260
−Removed: Research and development expenses
−Removed: 1,136 1,225 2,536 — 4,897
−Removed: Segment selling, general, and administrative expenses (1)
−Removed: 3,954 4,770 5,024 — 13,748
−Removed: Segment operating income
−Removed: 3,640 2,845 5,130 — 11,615
−Removed: Other supplemental information:
−Removed: Restructuring costs
−Removed: Depreciation and amortization expense
−Removed: 1,567 841 1,076 429 3,913
−Removed: Capital expenditures
−Removed: 1,353 399 347 69 2,168
−Removed: Weighing Solutions
−Removed: Measurement Systems
−Removed: Corporate/ Other
−Removed: Nine Fiscal Months Ended September 27, 2025
+Added: Three Fiscal Months Ended April 4, 2026
Net third-party revenues
20 unchanged sentences
1,239 629 722 384 2,974
−Removed: Nine Fiscal Months Ended September 28, 2024
+Added: Three Fiscal Months Ended March 29, 2025
Net third-party revenues
20 unchanged sentences
678 216 132 28 1,054
−Removed: ( 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.
+Added: ( 1 ) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding restructuring, share-based compensation, research and development expenses and amortization of intangible assets attributed to the segment.
Note 10 – Segment Information (continued)
The following table reconciles segment profit to consolidated income before taxes (in thousands) :
−Removed: Fiscal Quarter Ended Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: Fiscal Quarter Ended
+Added: April 4, 2026
+Added: March 29, 2025
Segment operating income
1 unchanged sentence
Restructuring costs
−Removed: $ 214 $ 82 $ 793 $ 864
−Removed: Gain on asset held for sale
−Removed: $ ( 5,544 ) $ — $ ( 5,544 ) $ —
−Removed: Unallocated G&A expenses
+Added: Unallocated General and Administrative expenses
$ 10,371 $ 9,078
−Removed: Operating income
+Added: Operating income (loss)
$ 340 $ ( 60 )
1 unchanged sentence
$ ( 498 ) $ ( 1,227 )
−Removed: Income before taxes
+Added: Loss before taxes
$ ( 158 ) $ ( 1,287 )
2 unchanged sentences
Fiscal Quarter Ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Sensors to Weighing Solutions
−Removed: $ 404 $ 332 $ 1,211 $ 1,323
Sensors to Measurement Systems
Note 11 – Earnings Per Share
+Added: Basic earnings per share are computed using the weighted average number of common shares outstanding during the periods presented.
+Added: Diluted earnings per share is computed using the weighted average number of common shares outstanding, adjusted to include the potentially dilutive effect of restricted stock units ( see Note 9 ) , and other potentially dilutive securities.
The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share) :
Fiscal Quarter Ended
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Numerator for basic earnings per share:
−Removed: Net earnings (loss) attributable to VPG stockholders
+Added: Net loss attributable to VPG stockholders
$ ( 319 ) $ ( 942 )
8 unchanged sentences
13,297 13,257
−Removed: Basic earnings (loss) per share attributable to VPG stockholders
+Added: Basic loss per share attributable to VPG stockholders
$ ( 0.02 ) $ ( 0.07 )
−Removed: Diluted earnings (loss) per share attributable to VPG stockholders
+Added: Diluted loss per share attributable to VPG stockholders
$ ( 0.02 ) $ ( 0.07 )
−Removed: The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three fiscal months ended September 28, 2024 , as the effect would be anti-dilutive.
+Added: The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three fiscal months ended April 4, 2026 and March 29, 2025 as the effect would be anti-dilutive.
+Added: The numbers of restricted stock units with a potentially dilutive impact were 82 and 88 , respectively.
Note 12 – Additional Financial Statement Information
−Removed: Other Income (Expense) Other
+Added: Other Expense
The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands) :
−Removed: Fiscal Quarter Ended For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: Fiscal Quarter Ended
+Added: April 4, 2026
+Added: March 29, 2025
Foreign currency exchange loss
−Removed: $ ( 101 ) $ ( 2,912 ) $ ( 2,836 ) $ ( 36 )
Interest income
−Removed: 489 370 1,358 1,192
Pension expense
−Removed: ( 15 ) ( 8 ) ( 37 ) ( 28 )
−Removed: ( 214 ) ( 96 ) ( 266 ) ( 213 )
−Removed: $ 159 $ ( 2,646 ) $ ( 1,781 ) $ 915
Foreign currency exchange gain or loss is due to volatility in the global currency markets.
−Removed: For the nine fiscal months ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, the Israeli Shekel and the British pound against the U.S.
+Added: For the three fiscal months ended April 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel and the British pound against the U.S.
+Added: Foreign currency exchange loss for the three fiscal months ended March 29, 2025 was mainly due to volatility in the global currency markets and the strengthening of the U.S.
+Added: dollar against the Japanese yen which increased the value of yen-based liabilities relative to the dollar.
Other Accrued Expenses
Other accrued expenses consist of the following (in thousands) :
−Removed: September 27, 2025
+Added: April 4, 2026
December 31, 2025
8 unchanged sentences
Current accrued pensions and other post retirement costs
+Added: Income taxes 577 —
$ 19,959 $ 20,833
Note 13 – Fair Value Measurements
−Removed: ASC Topic 820, Fair Value Measurement, establishes a valuation hierarchy of the inputs used to measure fair value.
+Added: ASC Topic 820, Fair Value Measurements and Disclosures, establishes a valuation hierarchy of the inputs used to measure fair value.
This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
7 unchanged sentences
Fair value measurements at reporting date using:
−Removed: September 27, 2025
+Added: April 4, 2026
Assets held in rabbi trusts
−Removed: $ 6,462 $ 88 $ 6,374 $ —
December 31, 2025
Assets held in rabbi trusts
−Removed: $ 6,228 $ 45 $ 6,183 $ —
−Removed: The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.
−Removed: Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at September 27, 2025 and December 31, 2024 , and company-owned life insurance assets.
+Added: The Company maintains nonqualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and nonqualified pension plans.
+Added: Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at April 4, 2026 and December 31, 2025 , and company-owned life insurance assets.
The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period.
The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts.
−Removed: The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
−Removed: The fair value of the long-term debt, excluding capitalized deferred financing costs, at September 27, 2025 and December 31, 2024 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement.
−Removed: The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy.
+Added: The fair value measurement of cash and cash equivalents held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
+Added: The fair value of the long-term debt, excluding capitalized deferred financing costs, at April 4, 2026 and December 31, 2025 approximates its carrying value, as the revolving debt and term loans are reset monthly based on current market rates, plus a base rate as specified in the 2024 Credit Agreement.
+Added: The fair value measurement of long-term debt is considered a Level 2 measurement.
The Company’s financial instruments include cash and cash equivalents, accounts receivable, short-term notes payable, and accounts payable.
−Removed: The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.
+Added: The carrying amounts for these financial instruments reported in the consolidated balance sheets approximate their fair values.
Note 14 – Restructuring Costs
3 unchanged sentences
If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.
−Removed: The Company recorded $ 0.2 million and $ 0.1 million of restructuring costs during the fiscal quarter ended September 27, 2025 and September 28, 2024 , respectively, and $ 0.8 million and $ 0.9 million of restructuring costs during the nine fiscal months ended September 27, 2025 and September 28, 2024 , respectively.
+Added: The Company recorded $ 0.4 million of restructuring costs during the fiscal quarter ended April 4, 2026 and during the fiscal quarter ended March 29, 2025, respectively.
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.
The following table summarizes recent activity related to all restructuring programs.
−Removed: The accrued restructuring liability balance as of September 27, 2025 and December 31, 2024 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :
+Added: The accrued restructuring liability balance as of April 4, 2026 and December 31, 2025 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :
Balance at December 31, 2025
1 unchanged sentence
Cash payments
−Removed: Balance at September 27, 2025
−Removed: Note 16 – Stockholder's Equity
−Removed: On August 8, 2022, the Board of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”).
−Removed: The Stock Repurchase Plan was originally set to expire on August 11, 2023.
−Removed: On August 8, 2023, the Company announced that its Board extended the term of the previously approved stock repurchase plan to August 9, 2024.
−Removed: The stock repurchase plan expired in accordance with its terms on August 9, 2024.
−Removed: From August 8, 2022 to August 9, 2024, the Company had repurchased an aggregate of 518,328 shares of its common stock under the stock repurchase plan for consideration of $ 16.5 million.
+Added: Foreign currency exchange translation
+Added: Balance at April 4, 2026
Note 15 – Commitments and Contingencies
Tax Assessment
−Removed: 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 $ 2.5 million), pertaining to claims of VAT between the years 2019 to 2023.
+Added: During the second quarter of 2024, the Israeli Tax Authority issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.7 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.
−Removed: The Company intends to appeal this decision and thereby defer the assessment in accordance with its rights under applicable law, and with the assistance of its legal counsel.
−Removed: The Company believes that the liability for the assessment is not probable.
−Removed: 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.
+Added: The Company deferred the assessment and with the assistance of its legal counsel appealed this decision to the court on January 18, 2026.
+Added: 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.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1 unchanged sentence
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.
−Removed: 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.
−Removed: Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data.
−Removed: VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes.
+Added: Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality.
+Added: Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and new applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data.
+Added: VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of a vast number of critical, high-value downstream processes.
Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products.
−Removed: Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, industrial automation and robotics, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications.
+Added: Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications.
The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive.
1 unchanged sentence
The impact of the recent wars in Israel on our operations
−Removed: In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets, resulting in extensive casualties and military engagement.
−Removed: In addition, Hezbollah, another terrorist organization based in Lebanon, began attacking Israel.
−Removed: While Israel has entered into certain ceasefire agreements regarding the conflicts, the threat of new attacks remains, including from additional extremist groups.
−Removed: On June 13, 2025, Israel launched a preemptive strike on Iran, with military support from the United States.
+Added: On February 28, 2026, Israel launched a preemptive strike on Iran, with military support from the United States.
Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel.
−Removed: A ceasefire between Israel and Iran was reached on June 23, 2025, although there is no assurance that the ceasefire will continue.
−Removed: Israel’s airspace and maritime zones, which were closed to commercial traffic during the period between June 13 and June 23, 2025, are fully open as of November 4, 2025.
−Removed: On October 12, 2025, the Government of Israel and Hamas reached a ceasefire agreement.
−Removed: The agreement, which was brokered with international mediation, led to a significant reduction in cross-border attacks and the reopening of commercial routes between Israel and the Gaza Strip.
−Removed: While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the nine fiscal months ended September 27, 2025.
−Removed: As of November 4, 2025, these facilities remain open and operational.
+Added: A ceasefire was reached on April 8, 2026, although there is no assurance that the ceasefire will continue.
+Added: While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the three fiscal months ended April 4, 2026.
+Added: As of May 12, 2026, these facilities remain open and operational.
+Added: The war did not have a material impact on the Company’s financial results or operations for the three fiscal months ended April 4, 2026.
We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees.
2 unchanged sentences
The impact of recent changes in tariffs
−Removed: We have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries.
+Added: VPG have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries.
Beginning in the second quarter of 2025, new tariffs were announced on import to the U.S.
2 unchanged sentences
The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports.
+Added: The Company mitigates the impact of tariff changes through pricing adjustments to customers.
+Added: Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.
VPG continues to actively monitor and evaluate the ongoing situation, focusing on quickly responding to cost and price adjustments.
5 unchanged sentences
The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
−Removed: Net revenues for the fiscal quarter ended September 27, 2025 were $79.7 million versus $75.7 million for the comparable prior year period.
−Removed: Net profit attributable to VPG stockholders for the fiscal quarter ended September 27, 2025 was $7.9 million, or $0.59 per diluted share, compared to net loss of $(1.4) million or $(0.10) per diluted share, for the comparable prior year period.
−Removed: Net revenues for the nine fiscal months ended September 27, 2025 were $226.6 million versus $233.9 million for the comparable prior year period.
−Removed: Net earnings attributable to VPG stockholders for the nine fiscal months ended September 27, 2025 was $7.2 million, or $0.54 per diluted share, compared to net earnings of $9.1 million or $0.68 per diluted share, for the comparable prior year period.
−Removed: The results of operations for the fiscal quarters ended September 27, 2025 and September 28, 2024 include items affecting comparability as listed in the reconciliations below.
+Added: Net revenues for the fiscal quarter ended April 4, 2026 were $84.4 million versus $71.7 million for the comparable prior year period.
+Added: Net loss attributable to VPG stockholders for the fiscal quarter ended April 4, 2026 was $0.3 million, or $(0.02) per diluted share, compared to net loss of $0.9 million or (0.07) per diluted share, for the comparable prior year period.
+Added: The results of operations for the fiscal quarters ended April 4, 2026 and March 29, 2025 include items affecting comparability as listed in the reconciliations below.
The reconciliations below include certain financial measures which are not recognized in accordance with U.S.
4 unchanged sentences
Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period.
+Added: Beginning in fiscal 2026, the Company revised its definition of certain non-GAAP financial measures to exclude share-based compensation expense in addition to the other items described below.
+Added: This change is being made in light of the Company’s evolving compensation structure following recent organizational changes, including the hiring of senior executives and the expansion of equity-based incentive programs to attract and retain key talent.
+Added: Management believes that excluding share-based compensation expense in certain non-GAAP financial measures provides investors with additional insight into the Company’s core operating performance and enhanced understanding of business trends across reporting periods, including those in comparison to its main peer companies.
+Added: Share-based compensation expense will continue to be reflected in the Company's GAAP financial results and will be set forth in a specific line item in the reconciliation table between GAAP and non-GAAP measures.
+Added: Prior-period non-GAAP financial measures have been recast to conform to the current presentation.
The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.
5 unchanged sentences
Three months ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: As reported - GAAP
−Removed: As reported - GAAP Margins
−Removed: Start-up costs (a)
−Removed: Acquisition purchase accounting adjustments (b)
−Removed: Restructuring costs
−Removed: Foreign currency exchange gain (c)
−Removed: Gain on asset held for sale (d)
−Removed: Tax effect of reconciling items and discrete tax items
−Removed: As Adjusted - Non GAAP
−Removed: As Adjusted - Non GAAP Margins
−Removed: Operating Income
−Removed: Net Earnings Attributable to VPG Stockholders
−Removed: Diluted Earnings Per share
−Removed: Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
+Added: April 4, 2026
+Added: March 29, 2025
+Added: April 4, 2026
+Added: March 29, 2025
+Added: April 4, 2026
+Added: March 29, 2025
As reported - GAAP
As reported - GAAP Margins
−Removed: Start-up costs (a)
−Removed: Acquisition purchase accounting adjustments (b)
−Removed: Restructuring costs
−Removed: Severance cost
+Added: Start-up costs
+Added: Restructuring costs (a)
+Added: Share-based compensation cost (b)
Foreign currency exchange gain (c)
−Removed: Gain on asset held for sale (d)
Tax effect of reconciling items and discrete tax items
2 unchanged sentences
Fiscal Quarter Ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: Net earnings (loss) attributable to VPG stockholders
+Added: April 4, 2026
+Added: March 29, 2025
+Added: Net loss attributable to VPG stockholders
Interest Expense
−Removed: Income tax expense
−Removed: Restructuring costs
−Removed: Severance cost
−Removed: Start-up costs (a)
−Removed: Acquisition purchase accounting adjustments (b)
+Added: Income tax expense (benefit)
+Added: Restructuring costs (a)
+Added: Start-up costs
+Added: Share-based compensation cost (b)
Foreign currency exchange gain (c)
−Removed: Gain on asset held for sale (d)
ADJUSTED EBITDA
ADJUSTED EBITDA MARGIN
−Removed: (a) Start-up cost 2025
−Removed: (b) Nokra GmbH acquisition which closed on September 30, 2024.
+Added: (a) Restructuring cost in 2026.
+Added: (b) Share-based compensation excluded for Non-GAAP results, effective beginning 2026, with prior period comparability.
(c) Impact of foreign currency exchange rates on assets and liabilities.
−Removed: (d) Gain on Sale of Manufacturing Facility in Kent, Washington.
Financial Metrics
16 unchanged sentences
The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business.
−Removed: The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the third quarter of 2024 through the third quarter of 2025.
+Added: The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2025 through the first quarter of 2026.
(dollars in thousands)
18 unchanged sentences
Inventory turnover
−Removed: Net revenues for the third fiscal quarter of 2025 increased 6.1% from the second fiscal quarter of 2025 primarily due to increases in the Measurement Systems and Sensors reporting segments which were partially offset by a decrease in revenues in the Weighing Solutions reporting segment.
−Removed: Net revenues for the third fiscal quarter of 2025 increased 5.3% from the third fiscal quarter of 2024 due to increases in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment.
−Removed: Net revenues in the Sensors reporting segment increased 19.1% compared to $26.6 million in the second fiscal quarter of 2025 and increased 12.1% from $28.2 million in the third fiscal quarter of 2024.
−Removed: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and AMS markets.
+Added: Net revenues for the first fiscal quarter of 2026 increased 4.7% from the fourth fiscal quarter of 2025 primarily due to increases in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment.
+Added: Net revenues for the first fiscal quarter of 2026 increased 17.6% from the first fiscal quarter of 2025 due to increases in all reporting segments.
+Added: Net revenues in the Sensors reporting segment increased 9.6% compared to $30.4 million in the fourth fiscal quarter of 2025 and increased 23.1% from $27.1 million in the first fiscal quarter of 2025.
+Added: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets.
Sequentially, the increase primarily reflected higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.
−Removed: Net revenues in the Weighing Solutions reporting segment decreased 6.4% from the second fiscal quarter of 2025 and increased 9.4% from the third fiscal quarter of 2024.
−Removed: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
−Removed: Sequentially, the decrease in revenues was primarily due to lower sales in the Transportation market and in Other Markets for OEM manufacturers of construction and precision agriculture equipment.
−Removed: Net revenues in the Measurement Systems reporting segment increased 7.3% from the second fiscal quarter of 2025 and decreased 8.0% from the third fiscal quarter of 2024.
−Removed: The year-over-year decrease was primarily attributable to decreased revenue in the AMS market.
−Removed: Sequentially, the increase in revenue was primarily due to higher sales in the Steel Market, which offset lower sales to the AMS market.
−Removed: Overall gross profit margin in the third fiscal quarter of 2025 decreased 0.4% as compared to the second fiscal quarter of 2025 due to Measurement Systems reporting segment and increased 0.3% from the third fiscal quarter of 2024 from the Sensors and Weighing Solutions reporting segments partially offset from Measurement system reporting segment.
+Added: Net revenues in the Weighing Solutions reporting segment increased 9.0% from the fourth fiscal quarter of 2025 and increased 14.4% from the first fiscal quarter of 2025.
+Added: The year-over-year increase in revenues was mainly attributable to higher sales in the Other markets for medical applications and the Industrial weighing market.
+Added: Sequentially, the increase in revenues was primarily due to higher sales in the Other Markets and in our Transportation market.
+Added: Net revenues in the Measurement Systems reporting segment decreased 7.3% from the fourth fiscal quarter of 2025 and increased 14.0% from the first fiscal quarter of 2025.
+Added: The year-over-year increase was primarily attributable to higher revenue in the AMS market, which offset lower sales in the Steel and Transportation markets.
+Added: Sequentially, the decrease in revenue was primarily due to lower sales in the Steel Market, which offset higher sales to the AMS market.
+Added: Overall gross profit margin in the first fiscal quarter of 2026 increased 2.2% as compared to the fourth fiscal quarter of 2025 mainly due to the Sensors and Weighing Solutions reporting segment and increased 1.3% from the first fiscal quarter of 2025 primarily due to the Sensors and Measurement system reporting segments which were partially offset by Weighing Solutions reporting segment.
Optimize Core Competence
−Removed: The Company’s core competencies include our innovative deep technical and applications-specific expertise to add value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy.
+Added: The Company’s core competencies include our innovative deep technical and applications-specific expertise, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy.
We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts;
6 unchanged sentences
As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel.
−Removed: Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market.
−Removed: We intend to leverage our insights into customer demand to continually develop and roll out new, innovative products within our existing lines and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function.
We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives.
In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.
+Added: Growth-Focused Strategy
+Added: Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.
+Added: In the fourth quarter of 2025, we refined our business strategy to support the next phase on our path to achieve accelerated growth.
+Added: 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.
+Added: 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:
+Added: Chief Business and Product Officer and Chief Operating Officer , both reporting to the Chief Executive Officer.
+Added: 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.
+Added: 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.
Acquisition Strategy
4 unchanged sentences
We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint.
−Removed: On September 30, 2024, the Company acquired Nokra Optische Prueftechnik und Automation GmbH, a Germany-based, privately held maker of precision measuring and testing equipment for manufacturing.
−Removed: Please see our Form 8-K dated September 30, 2024, for more information.
Research and Development
43 unchanged sentences
Effects of Foreign Currency Exchange Rate on Operations
−Removed: For the fiscal quarter ended September 27, 2025, the effect of foreign currency exchange rates increased net revenues by $1.2 million, and increased costs of products sold and selling, general, and administrative expenses by $2.6 million, when compared to the comparable prior year period.
−Removed: For the nine fiscal months ended September 27, 2025, the effect of foreign currency exchange rates increased net revenues by $1.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.8 million, when compared to the comparable prior year period.
+Added: For the fiscal quarter ended April 4, 2026, the effect of foreign currency exchange rates increased net revenues by $2.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.7 million, when compared to the comparable prior year period.
Results of Operations
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Costs of products sold
Selling, general, and administrative expenses
−Removed: Operating income
−Removed: Income before taxes
−Removed: Net earnings (loss)
−Removed: Net earnings (loss) attributable to VPG stockholders
+Added: Operating income (loss)
+Added: Loss before taxes
+Added: Net loss attributable to VPG stockholders
Effective tax rate
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: During the fiscal quarter ended September 27, 2025 net revenues increased by 5.3%, as compared to the comparable prior year period, mainly due to higher volume on the Sensors and Weighing Solutions reporting segments.
−Removed: The year-over-year decreased by 3.1% in revenues was primarily attributable to lower volume on the Sensors and the Measurement Systems, partially offset by the Weighing Solutions reporting segment.
+Added: During the fiscal quarter ended April 4, 2026 net revenues increased by 17.6% as compared to the comparable prior year period, mainly due to higher volume on all segments primarily attributable to Test and Measurement, AMS and Other markets.
Gross Profit Margin
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Gross profit margin
−Removed: The gross profit margin for the fiscal quarter ended September 27, 2025, increased by 0.3% and for the nine fiscal months ended September 27, 2025 decreased 2.2% as compared to the comparable prior year periods.
−Removed: For the third fiscal quarter of 2025, Weighing Solutions and Sensors reporting segments had higher gross profit margins compared to the prior year period.
+Added: The gross profit margin for the fiscal quarter ended April 4, 2026 increased by 1.3% as compared to the comparable prior year period mainly on Sensors and Measurement Systems reporting segments due to high volume.
Analysis of revenues and gross profit margins for each of our reportable segments is provided below.
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Sensors segment revenue of $31.6 million in the third fiscal quarter of 2025 increased 12.1% from $28.2 million in the third fiscal quarter of 2024.
−Removed: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and the AMS markets
−Removed: The Sensors segment revenues of $85.2 million in the nine months ended September 27, 2025, decreased of 1.4 % from $86.5 million in the nine months ended September 28, 2024.
−Removed: The year-over-year decrease in revenues was primarily attributable to lower sales of strain gages in other markets partially offset by higher sales in the Test and Measurement market.
+Added: The Sensors segment revenue of $33.3 million in the first fiscal quarter of 2026 increased 23.1% from $27.1 million in the first fiscal quarter of 2025.
+Added: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets.
Gross profit as a percentage of net revenues for the Sensors segment was as follows:
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Gross profit margin
−Removed: Gross profit margin for the Sensors segment was 33.6% for the third fiscal quarter of 2025, as compared to 31.0% in the third fiscal quarter of 2024.
+Added: Gross profit margin for the Sensors segment was 34.8% for the first fiscal quarter of 2026, as compared to 30.1% in the first fiscal quarter of 2025.
The year-over-year increase in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign exchange rates.
−Removed: Gross profit margin for the nine months ended September 27, 2025, was 32.0% a decrease from 35.3% from the nine months ended September 28, 2024.
−Removed: The year-over-year decrease in gross profit margin relates to lower sales volume and unfavorable foreign exchange rates
Weighing Solutions
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Weighing Solutions segment revenue of $27.5 million in the third fiscal quarter of 2025 increased 9.4% compared to $25.2 million in the third fiscal quarter of 2024.
−Removed: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
−Removed: The Weighing Solutions segment revenues of $83.4 million in the nine months ended September 27, 2025, an increase of 2.4% from 81.5 million in the nine months ended September 28, 2024.
−Removed: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
+Added: The Weighing Solutions segment revenue of $30.2 million in the first fiscal quarter of 2026 increased 14.4% compared to $26.4 million in the first fiscal quarter of 2025.
+Added: The year-over-year increase in revenues was mainly attributable to higher sales in the Other markets for medical applications and the Industrial weighing market.
Gross profit as a percentage of net revenues for the Weighing Solutions segment was as follows:
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Gross profit margin
−Removed: Gross profit margin for the Weighing Solutions segment was 40.3% for the third fiscal quarter of 2025, which increased compared to 35.1% in the third fiscal quarter of 2024.
−Removed: The year-over-year increase in gross profit margin was primarily due to higher sales volume, favorable product mix and cost reductions.
−Removed: Gross profit margin for the nine months ended September 27, 2025, was 38.9% as compared to 37.3% from the nine months ended September 28, 2024.
−Removed: The year-over-year increase in gross profit margin relates to favorable product mix and cost reductions.
+Added: Gross profit margin for the Weighing Solutions segment was 34.2% for the first fiscal quarter of 2026, which decreased compared to 36.8% in the first fiscal quarter of 2025.
+Added: The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, higher manufacturing fixed costs, partially offset by higher volume and favorable foreign exchange rates.
Measurement Systems
1 unchanged sentence
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Measurement Systems segment revenue of $20.6 million in the third fiscal quarter of 2025, a decrease of 8.0% year-over-year from $22.4 million in the third fiscal quarter of 2024.
−Removed: The year-over-year decrease was primarily attributable to decreased revenue in the AMS market.
−Removed: The Measurement Systems segment revenues of $58.0 million in the nine months ended September 27, 2025, a decrease of 12.0% from $65.9 million in the nine months ended September 28, 2024.
−Removed: The year-over-year decrease was primarily attributable to decreased revenue in the Steel and AMS markets partially offset by higher sales in transportation.
+Added: The Measurement Systems segment revenue of $20.8 million in the first fiscal quarter of 2026 increased by 14.0% compared to $18.3 million in the first fiscal quarter of 2025.
+Added: The year-over-year increase was primarily attributable to higher revenue in the AMS market, which offset lower sales in the Steel and Transportation markets.
Gross profit as a percentage of net revenues for the Measurement Systems segment were as follows:
Fiscal quarter ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Gross profit margin
−Removed: Gross profit margin for the Measurement Systems segment was 50.5%, compared to 56.8% in the third fiscal quarter of 2024.
−Removed: The year-over-year decrease in gross profit margin was primarily due to lower sales volume and unfavorable product mix.
−Removed: Gross profit margin for the nine months ended September 27, 2025, was 51.8% a decrease from 55.8% from the nine months ended September 28, 2024.
−Removed: The year-over-year decrease in gross profit margin relates to lower sales volume and favorable product mix.
+Added: Gross profit margin for the Measurement Systems segment was 52.6% for the first fiscal quarter of 2026, as compared to 50.3% in the first fiscal quarter of 2025.
+Added: The year-over-year increase in gross profit margin was primarily due to higher sales volume and unfavorable product mix.
Selling, General, and Administrative Expenses
1 unchanged sentence
Fiscal Quarter Ended
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Total SG&A expenses
As a percentage of net revenues
−Removed: SG&A expenses for the fiscal quarter ended and nine fiscal months ended September 27, 2025 increased $1.0 million and $1.5 million respectively, compared to the comparable prior year period, mainly due to foreign exchange differences impact.
+Added: SG&A expenses for the three fiscal months ended April 4, 2026 increased $5.4 million compared to the comparable prior year period, primarily due to the impact of foreign exchange differences, as well as investments in building organizational infrastructure and strategic programs aimed at supporting the company’s revenue growth, including the recently announced organizational changes and the establishment of the Chief Business and Product Officer and Chief Operating Officer functions.
Restructuring Costs
3 unchanged sentences
If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.
−Removed: The Company recorded $0.2 million and $0.1 million of restructuring costs during the fiscal quarter ended September 27, 2025 and September 28, 2024, respectively, and $0.8 million and $0.9 million of restructuring costs during the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.
+Added: The Company recorded $0.4 million of restructuring costs during the fiscal quarter ended April 4, 2026 and March 29, 2025, respectively.
Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.
−Removed: Other Income (Expense)
+Added: Other Expense
The following table analyzes the components of the line “Other” on the consolidated condensed statements of operations (in thousands) :
Fiscal Quarter Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
−Removed: Foreign currency exchange loss
−Removed: Interest income
−Removed: Pension expense
−Removed: For the Nine Fiscal Months Ended
−Removed: September 27, 2025
−Removed: September 28, 2024
+Added: April 4, 2026
+Added: March 29, 2025
Foreign currency exchange loss
2 unchanged sentences
Foreign currency exchange gain or loss are due to volatility in the global currency markets.
−Removed: For the fiscal quarter ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.
−Removed: For the nine fiscal months ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, Israeli Shekel and the British pound against the U.S.
−Removed: The Company reported an effective income tax rate of 19.8% for the third fiscal quarter of 2025, compared to 343.2% in the third fiscal quarter of 2024.
−Removed: The effective tax rate for the fiscal quarter ended September 27, 2025, primarily resulted from an increase in U.S.
−Removed: taxable income, the impact of the One Big Beautiful Bill Act (the “OBBBA”), and changes in the valuation allowance on deferred tax assets, which provided a tax benefit.
−Removed: Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets.
−Removed: For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4%, compared to 41.6% for the same period in 2024.
−Removed: The year-over-year change in the effective tax rate was primarily driven by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S.
+Added: For the fiscal quarter ended April 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel and the British pound against the U.S.
+Added: The Company reported tax expenses, and its effective tax rate was (81.4%) for the first fiscal quarter of 2026, compared to the first fiscal quarter of 2025, where the Company reported tax benefits, and its effective tax rate was 25.8%.
+Added: The effective tax rate for the fiscal quarter ended April 4, 2026, was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets
On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
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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.
−Removed: 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 quarter as a decrease in valuation allowance on part of our deferred tax assets.
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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.
−Removed: On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $11.0 million, using proceeds from the sale of manufacturing facility (see Note 3 - Sale of As set Held for Sale ).
+Added: On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $11.0 million, using proceeds from the sale of manufacturing facility.
The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility.
This repayment is expected to reduce annual interest expense by approximately $660,000.
−Removed: As of September 27, 2025, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.
+Added: As of April 4, 2026, the outstanding balance under the revolving credit facility was $21.0 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.
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The financial maintenance covenants include an interest coverage ratio and a leverage ratio.
−Removed: The Company was in compliance with its financial maintenance covenants at September 27, 2025.
+Added: The Company was in compliance with its financial maintenance covenants at April 4, 2026.
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.
Our business has historically generated significant cash flow.
−Removed: For the nine fiscal months ended September 27, 2025, cash provided by operating activities was $10.0 million compared to $13.0 million in the comparable prior year period.
−Removed: Our net cash used in investing activities for the nine fiscal months ended September 27, 2025 was higher compared to the prior year period mainly due to lower capital spending.
−Removed: Our net cash used in financing activities for the nine fiscal months ended September 27, 2025 was significantly higher when compared with the prior year period, due to the repayment on revolving facility in accordance with its terms on August 9, 2024.
−Removed: Approximately 94% of our cash and cash equivalents balance at September 27, 2025 and December 31, 2024 were held by our non-U.S.
+Added: For the three fiscal months ended April 4, 2026, cash provided by operating activities was $(0.6) million compared to $5.2 million in the comparable prior year period.
+Added: Our net cash used in investing activities for the three fiscal months ended April 4, 2026 was higher compared to the prior year period mainly due to higher capital spending.
+Added: Approximately 91% of our cash and cash equivalents balance at April 4, 2026 and December 31, 2025 were held by our non-U.S.
subsidiaries.
−Removed: See the following table for the percentage of cash and cash equivalents, by region, at September 27, 2025 and December 31, 2024:
−Removed: September 27, 2025
+Added: See the following table for the percentage of cash and cash equivalents, by region, at April 4, 2026 and December 31, 2025:
+Added: April 4, 2026
December 31, 2025
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These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings.
−Removed: We consider the majority of the undistributed earnings of our foreign subsidiaries, as of September 27, 2025, to be indefinitely reinvested.
−Removed: Adjusted free cash flow generated during the nine fiscal months ended September 27, 2025, was $15.9 million.
−Removed: We refer to the amount of cash provided by operating activities ($10.0 million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($10.9) million as “adjusted free cash flow.”
−Removed: The following table summarizes the components of net cash at September 27, 2025 and December 31, 2024 (in thousands) :
−Removed: September 27, 2025
+Added: We consider the majority of the undistributed earnings of our foreign subsidiaries, as of April 4, 2026, to be indefinitely reinvested.
+Added: Adjusted free cash flow generated during the three fiscal months ended April 4, 2026, was $(3.7) million.
+Added: We refer to the amount of cash provided by operating activities ($(0.6) million) in excess of our capital expenditures ($3.1 million), net of proceeds from the sale of assets, if any, as “adjusted free cash flow.”
+Added: The following table summarizes the components of net cash at April 4, 2026 and December 31, 2025 (in thousands) :
+Added: April 4, 2026
December 31, 2025
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These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.
−Removed: Our financial condition as of September 27, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2024.
−Removed: Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $5.0 million compared to $7.0 million in the comparable prior year period.
−Removed: As of September 27, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.
+Added: Our financial condition as of April 4, 2026 remains strong, with a current ratio (current assets to current liabilities) of 4.5 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2025.
+Added: Cash paid for property and equipment for the three fiscal months ended April 4, 2026 was $3.1 million compared to $1.5 million in the comparable prior year period.
+Added: The increase reflects the Company’s continued investment in equipment as part of its strategic focus on expanding operational infrastructure.
+Added: These investments are intended to enhance capacity and support the Company’s long-term revenue growth and business expansion plans.
+Added: As of April 4, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements.
Safe Harbor Statement
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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.