What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 59 added, 46 removed, 575 unchanged (15% of the section changed)

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(“Vishay,” the “Company,” “we,” “us,” or “our”) manufactures one of the world’s largest portfolios of discrete semiconductors and passive

electronic components that support innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.

electronic components that support innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare markets.

Serving customers worldwide, Vishay brands itself as The DNA of tech .®

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generations of products spanning many sectors:

automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical.

automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare.

Together with major manufacturers of electronic products worldwide, we are supporting next level automation in multiple areas, including factories, the electrification

of the automobile, 5G network technology, artificial intelligence ("A.I."), and the rapid expansion of connectivity across everything (IoT).

of the automobile, 5G network technology, artificial intelligence ("A.I."), smart-grid infrastructure projects, and the rapid expansion of connectivity across everything (IoT).

We continue to implement Dr.

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As industry evolves, The DNA of tech ® evolves.

We were founded based on the

inventions of Dr.

We were founded based on the inventions of Dr.

Felix Zandman and we continue to emphasize technological innovation as a driver of growth.

Many of our products and manufacturing techniques, technologies, and packaging methods have been invented, designed, and developed by Dr.

Many of our products and

manufacturing techniques, technologies, and packaging methods have been invented, designed, and developed by Dr.

Zandman, our engineers, and our scientists.

Our components today are smaller, faster, and more reliable than in the past, helping our customers to be more inventive and evolve their businesses.

Our components are used by virtually all major

manufacturers of electronic products worldwide in the automotive, industrial, computing, consumer, telecommunications, military and aerospace, and medical markets.

They are found inside products and systems used every day, from automobiles to

airplanes, power grids, phones, and pacemakers.

We are currently a worldwide technology and market leader in wirewound and other power resistors, leaded film resistors, thin film SMD resistors, power inductors, wet and conformal-coated tantalum

capacitors, capacitors for power electronics, power rectifiers, low-voltage power MOSFETs, and infrared components.

Our components today are smaller, faster, and more reliable than in the past, helping our

customers to be more inventive and evolve their businesses.

Our components are used by virtually all major manufacturers of electronic products worldwide in the automotive, industrial, computing, consumer, telecommunications, military and

aerospace, and healthcare markets.

They are found inside products and systems used every day, from automobiles to airplanes, power grids, phones, and pacemakers.

We are currently a worldwide technology and market leader in wire wound power

shunts, leaded and thin film SMD resistors, power inductors, wet and polymer tantalum capacitors in conformal-coated packages, power rectifiers, low-voltage power MOSFETs, and infrared components.

Research and Development Provides Customer-Driven Growth Solutions

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restructured our company and integrated several acquisitions.

We can adapt our operations to changing economic conditions, as demonstrated by our ability to remain profitable and generate cash through the volatile economic cycle of the recent past.

We continue to adapt our operations to changing economic conditions.

Broad Market Penetration

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grow our business and key niche suppliers that allow us to vertically integrate our supply chain.

Strong Free Cash Flow Generation

We refer to the amount of cash generated from operations in excess of our capital expenditure needs and net of proceeds from the sale of assets as

“free cash” (see "Overview" included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for "free cash" definition and reconciliation to generally accepted accounting principles ("GAAP")).

our strong operational management, cost control measures, efficient capital expenditures, broad product portfolio, and strong market position, we have historically generated strong “free cash.” Our aggressive capital expenditure plans for

2023 - 2025 have and will negatively impact our "free cash" generation over that time frame, after which we expect to generate increasingly higher levels of free cash.

Increased Capacity Allows Us to Better Serve Customers

Our accelerated investments to expand internal and external capacity have positioned us to be able to better serve our customers and capture the

early stages of upturns in end market demand.

We are better able to support all the business channels, while maximizing the profitability of each one through a focus on higher margin customers.

By increasing our capacity and capabilities,

we are able to satisfy quick-turn demand while maintaining competitive lead times.

We are in a much-improved position to participate in the EMS channel as they are frequently operating with only short-term visibility.

Financial Strength and Flexibility

Over the past few years, we have been deploying our accumulated cash to expand our manufacturing capacity for the future.

We believe our strong cash position and

available revolving credit facility provide financial strength and flexibility and reduce our exposure to future economic uncertainties.

Our aggressive capital

expenditure plans have negatively impacted our “free cash” generation and cash balance, but we expect to generate increasingly higher levels of free cash in the future.

We believe our cash position and available revolving credit facility provide

financial strength and flexibility and reduce our exposure to future economic uncertainties.

Our Key Challenges

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expanded 8" diode manufacturing in Taiwan and Turin, Italy;

and the new MOSFET 12” fab in Itzehoe,

and a 12-inch wafer fab in Itzehoe,

External Capacity Expansion

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("MaxPower") adds leading edge silicon and silicon carbide technology to our MOSFETs product line.

Our acquisition of Nexperia's Newport fab on March 5, 2024 will enhance the manufacturing capacity and

Our acquisition of Nexperia's Newport fab in 2024 will enhance the manufacturing capacity and

capabilities of our MOSFETs segment.

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Our IR data transceiver modules are used for short

range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home medical appliances, mobile phones, industrial data loggers, and metering.

range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home healthcare appliances, mobile phones, industrial data loggers, and metering.

Our optical sensors products include ambient light sensors, optical

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strong name recognition (such as our IHLP® and HiRel Systems brands).

We focus on higher value markets in specialized industries, such as the industrial, automotive, military, and medical end markets.

We focus on higher value markets in specialized industries, such as the industrial, automotive, military, and healthcare end markets.

Inductor applications include controlling AC current and voltage, filtering out unwanted electrical signals, and energy storage.

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Our capacitors range from tiny surface-mount devices for hearing aids and mobile devices to large power correction capacitors used in

renewable energy, heavy industry, and electrical power grids.

We are a recognized technology leader in many product ranges, securing our strong position in military and medical markets, and in a wide range of industrial and automotive applications.

renewable energy, heavy industry, and electrical power grids, including smart-grid infrastructure projects.

We are a recognized technology leader in many product ranges, securing our strong position in military and healthcare markets, and in a wide

range of industrial and automotive applications.

Our wet tantalum and MicroTan™ technologies are market leaders.

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Due to our global supply chain, we are impacted by global trade disputes.

The governments of the U.S.

and the People’s Republic of China remain in a trade dispute

that has resulted in tariffs and other trade restrictions including import / export prohibitions.

Disruptions to global trade could result in customers seeking different sources of product or requiring us to seek different sources of supply.

or revised trade agreements could require changes in operations in the long-term.

In 2025, the U.S.

imposed tariffs on almost all imported goods.

tariffs negatively impacted trade relationships between the governments of the U.S.

and the impacted countries, specifically the People’s Republic of China.

In response, many countries increased tariffs on U.S.

exports and implemented other

import / export barriers or prohibitions.

While many of these tariffs and reciprocal tariffs have been reduced or paused, the tariffs have resulted in volatility in global markets, economic uncertainty, and increased the cost of materials.

Disruptions to global supply chain could result in customers seeking different sources of products or requiring us to seek different sources of supply.

New or revised trade agreements could require changes in operations in the long-term.

We remain cognizant of these supply chain challenges and seek to minimize their effects whenever possible.

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Our primary competitors by product type include:

Infineon, ON Semiconductor, Renesas, STMicroelectronics, Toshiba.

Infineon, Nexperia, ON Semiconductor, Renesas, STMicroelectronics, Toshiba.

Diodes Inc., Nexperia, ON Semiconductor, Rohm, STMicroelectronics.

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Reflecting our global

business, our executive management team and many leadership positions are dispersed throughout the world.

business, many leadership positions are dispersed throughout the world.

Employees by location are summarized as follows:

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accountability and ownership.

In late 2023, we completed the first phase of implementing a global human capital management system.

This system is designed to enhance communication,

development, and efficient business processes for our international workforce.

In 2025, we will implement additional modules to further expand our capabilities for leveraging global talent and consistently enforcing performance standards.

Throughout 2024, we continued to strengthen our internal Talent Acquisition function to effectively and promptly source key technical talent, enabling more

agile resource scaling to support anticipated growth.

As we redefine leadership, our organizational structure is evolving.

We empower our employees by streamlining decision-making processes, which accelerates decision-making across the

organization.

In September 2024, we announced restructuring actions designed to optimize our manufacturing footprint and streamline business decision

The restructuring actions will be implemented in phases and will result in a reduction of approximately 2% of our manufacturing workforce and 6% of our SG&A workforce.

In 2025, significant advancements were achieved in our ongoing efforts to optimize the global human capital management system.

This comprehensive system is specifically designed to

improve communication, foster employee development, and drive greater business efficiency.

As part of these initiatives, we introduced global performance management and talent management succession planning modules.

These modules have been

instrumental in increasing transparency and visibility regarding our global talent pool while also supporting the professional growth of employees throughout the organization.

We remain steadfast in our commitment to measuring and expanding the capabilities of our workforce.

By embedding a customer-focused

mindset within our teams, we aim to further support the achievement of our financial objectives and strengthen our organizational culture.

Throughout the past year, we have continued to enhance our internal Talent Acquisition function.

These efforts were aimed at

efficiently sourcing key technical talent, allowing us to respond more quickly to resource needs and scale our operations to support anticipated organizational growth.

Regulatory Compliance

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furnished to the SEC.

To view the reports, access ir.vishay.com and click on “SEC Filings.”

To view the reports, access ir.vishay.com and click on “SEC Filings.” Our 2024 Sustainability Report can be viewed and downloaded free of charge.

To view the report, access www.vishay.com and click on "Company" and

"Sustainability".

The following corporate governance related documents are also available on our website:

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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.

What changed 10-K

Item 1. Business