VISHAY INTERTECHNOLOGY INC 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities In September 2023, the Company issued $750 million principal amount of 2.25% senior convertible notes due 2030 to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act. The Company used the net proceeds from this offering to repurchase $370.2 million principal amount of its outstanding convertible senior notes due 2025 for approximately $386.7 million. The notes that Vishay repurchased had been convertible for 11,887,063 shares of Vishay common stock, assuming physical settlement. Vishay offered and sold the convertible notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The initial purchasers initially offered the convertible notes to "qualified institutional buyers" pursuant to an exemption from registration provided by Rule 144A under the Securities Act. Vishay relied on this exemption from registration based in part on representations made by the initial purchasers. The convertible notes and common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 48 As a result of the principal obligations under the convertible notes upon conversion being payable in cash and any additional value being payable in cash, shares of Vishay common stock, or a combination thereof, at the Company's option, as described in Note 6 to the consolidated condensed financial statements included Item 1, the number of shares of common stock issuable upon conversion of the convertible notes may constitute less than 1% of the number of shares of common stock outstanding. The following table provides information regarding repurchases of our common stock during the fiscal quarter ended September 30, 2023: Period Total Number of Shares Purchased Average Price Paid per Share (including commission) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Total Dollar Amount Purchased Under the Program Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs July 2 - 29 194,485 $ 29.14 194,485 $ 5,667,698 1,714,785 July 30 - August 27 221,383 $ 27.27 221,383 $ 6,036,603 1,493,402 August 28 - September 30 214,578 $ 25.90 214,578 $ 5,557,853 1,278,824 Total 630,446 $ 27.38 630,446 $ 17,262,154 1,278,824 In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. We intend to return such amounts to stockholders directly, in the form of cash dividends, and/or indirectly, in the form of stock repurchases. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our direction, in accordance with applicable laws and regulations. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.