VISHAY INTERTECHNOLOGY INC 10-Q

Item 5. Other Information None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined by Item 408(c) of Regulation S-K) during the fiscal quarter ended September 27, 2025. On November 3, 2025, Vishay Israel (a wholly owned subsidiary of the Company) and Mr. Marc Zandman (Executive Chair of the Company’s Board of Directors and the Company’s Chief Business Development Officer) entered into an amendment to Mr. Zandman’s employment agreement. The amendment aligns the annual cash incentive and equity award provisions of Mr. Zandman’s employment agreement with those contained in other executive officers’ employment agreements. As a result, beginning in 2026: (i) Mr. Zandman’s annual cash bonus will no longer be based solely on a fixed percentage of the Company’s adjusted net earnings, will instead be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) based on the achievement of corporate and individual performance goals it establishes, and will have a target amount equal to 120% of his base salary; (ii) the size and other terms of Mr. Zandman’s annual equity awards will no longer be guaranteed and will instead be determined in the discretion of the Compensation Committee; (iii) upon a change in control, if the surviving company will assume or continue Mr. Zandman’s annual equity awards, the vesting of those awards will no longer accelerate automatically; and (iv) the accelerated vesting of Mr. Zandman’s equity awards that would occur upon certain separation events (such as his retirement or involuntary termination) will now be conditioned on his execution of a release of claims. The foregoing summary is qualified in its entirety by reference to the amendment, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q. Item 6. Exhibits 10.1 Second Amendment to the Amended and Restated Agreement, dated as of October 31, 2025, among Vishay Intertechnology, Inc. and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. 10.2 Amendment to Employment Agreement, dated November 3, between Vishay Israel Ltd. (a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc Zandman. 31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Joel Smejkal, Chief Executive Officer. 31.2 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - David E. McConnell, Chief Financial Officer. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Joel Smejkal, Chief Executive Officer. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David E. McConnell, Chief Financial Officer. 101 Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 27, 2025, furnished in iXBRL (Inline eXtensible Business Reporting Language)). 104 Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101) ____________ 47 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISHAY INTERTECHNOLOGY, INC. /s/ David E. McConnell David E. McConnell Executive Vice President and Chief Financial Officer (as a duly authorized officer and principal financial officer) /s/ David L. Tomlinson David L. Tomlinson Senior Vice President - Chief Accounting Officer (as a duly authorized officer and principal accounting officer) Date: November 5, 2025 48