What changed in this filing

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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 355 added, 437 removed, 2019 unchanged (28% of the section changed)

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Company as of December 31, 2025 and 2024,

and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 14, 2025 expressed an unqualified opinion thereon.

the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of

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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 in Item 408(c) of Regulation S-K) during the fiscal quarter ended December

or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended

December 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Our Securities Trading

Compliance Program is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Compliance Program is incorporated by reference to Exhibit 19.1 to the 2024 Annual Report on Form 10-K.

Certain information required under this Item with respect to our Executive Officers is set forth in Part I hereof under the caption “Executive

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Second Amendment to Amended and Restated Bylaws.

Incorporated by reference to

Exhibit 3.1 to our Current Report on Form 8-K, filed on February 21, 2023.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on February 21, 2023.

dated as of June 12, 2018, by and between Vishay Intertechnology, Inc.

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Incorporated by reference to Annex A to our definitive proxy statement, dated April 4, 2023, for our 2023 Annual Meeting of Stockholders.

agreement, dated January 1, 2004, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Dr.

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q for the

fiscal quarter ended October 2, 2004.

Employment Agreement, dated August 8, 2010, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Dr.

Incorporated by reference to Exhibit 10.5 to our quarterly report on Form 10-Q

for the fiscal quarter ended July 3, 2010.

Employment Agreement, dated August 28, 2011, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Dr.

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form

10-Q for the fiscal quarter ended October 1, 2011.

Employment Agreement, dated July 1, 2021, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), and

Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the fiscal quarter ended July 3, 2021.

Employment Agreement, dated January 1, 2004, between Vishay Israel Ltd.

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Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed July 18, 2022.

Agreement, dated February 15, 2018, between Vishay Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.5 to our current report on

Form 8-K, filed on February 16, 2018.

Amendment to Employment Agreement between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay

Intertechnology, Inc., and Joel Smejkal dated May 20, 2020.

Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the fiscal quarter ended July 4, 2020.

Second Amendment

to Employment Agreement, dated February 23, 2021, between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.6 to

our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Restated Employment Agreement, dated July 14, 2022, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.2 to

our current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated February 27,

Amendment to Employment Agreement dated

November 3, 2025, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.) and Marc Zandman.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the fiscal quarter ended

September 27, 2025.

Employment Agreement, dated February 15, 2018, between Vishay Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay

Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed on February 16, 2018.

Employment Agreement between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal dated May 20, 2020.

Incorporated by reference to Exhibit 10.1 to our

quarterly report on Form 10-Q for the fiscal quarter ended July 4, 2020.

Second Amendment to Employment Agreement, dated February 23, 2021, between Vishay Dale Electronics, LLC (a wholly owned subsidiary of Vishay

Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.6 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Amended and Restated Employment Agreement, dated July

14, 2022, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed February

Incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed

July 18, 2022.

Employment Agreement, dated February 27, 2024, between Vishay Dale Electronics LLC (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Joel Smejkal.

Incorporated by reference to Exhibit 10.1 to our

current report on Form 8-K, filed February 29, 2024.

Agreement, dated February 15, 2018, between Vishay Europe GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Lori Lipcaman.

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July 18, 2022.

Conditions of Johan Vandoorn Employment Agreement, dated January 16, 2012.

Incorporated by reference to Exhibit 10.31 to our 2011 annual report on Form 10-K.

Terms and Conditions of Johan Vandoorn Employment Agreement, dated March 4, 2014.

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q for the fiscal quarter ended March 29, 2014.

Amendment to Terms and Conditions of Johan Vandoorn Employment Agreement, dated March 3, 2015.

Incorporated by reference to Exhibit 10.4 to our quarterly report on Form 10-Q for the fiscal quarter ended April 4, 2015.

Amendment to Terms and Conditions of Johan Vandoorn Employment Agreement, dated February 15, 2018.

Incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed on February 16, 2018.

Amendment to the Terms and Conditions of Johan Vandoorn Employment Agreement, dated February 23, 2021.

Incorporated by reference to Exhibit 10.3 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Transition Agreement, dated July 15, 2022, between

Vishay Capacitors Belgium NV (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Johan Vandoorn.

Incorporated by reference to Exhibit 10.8 to our quarterly report on Form 10-Q for the fiscal quarter ended October 1,

Agreement, dated February 15, 2018, between Vishay Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and David Valletta.

Incorporated by reference to Exhibit 10.3 to our current

report on Form 8-K, filed on February 16, 2018.

Amendment to Employment Agreement, dated February 23, 2021, between Vishay Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.) Vishay Intertechnology, Inc., and David Valletta.

Incorporated by reference to Exhibit

10.4 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Transition Agreement, dated July 15, 2022, between

Vishay Americas, Inc.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and David Valletta.

Incorporated by reference to Exhibit 10.9 to our quarterly report on Form 10-Q for the fiscal quarter

ended October 1, 2022.

Agreement, dated February 15, 2018, between Vishay Singapore Pte.

(an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.

Incorporated by reference to Exhibit 10.4 to our

current report on Form 8-K, filed on February 16, 2018.

First Amendment to Employment Agreement, dated February 23, 2021, between Vishay Singapore Pte.

(an indirect wholly owned subsidiary of Vishay

Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.

Agreement between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeffrey Webster dated May 20, 2020.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form

10-Q for the fiscal quarter ended July 4, 2020.

First Amendment to Employment Agreement, dated February 23, 2021, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.),

Vishay Intertechnology, Inc., and Jeffrey Webster.

Incorporated by reference to Exhibit 10.7 to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Transition Agreement, dated July 15, 2022, between

Vishay Singapore Pte.

(an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Clarence Tse.

Incorporated by reference to Exhibit 10.10 to our quarterly report on Form 10-Q for the fiscal

quarter ended October 1, 2022.

Employment Agreement between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeffrey

Webster dated May 20, 2020.

Incorporated by reference to Exhibit 10.2 to our quarterly report on Form 10-Q for the fiscal quarter ended July 4, 2020.

Amendment to Employment Agreement, dated February 23, 2021, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeffrey Webster.

Incorporated by reference to Exhibit 10.7

to our quarterly report on Form 10-Q for the fiscal quarter ended April 3, 2021.

Restated Employment Agreement, dated July 14, 2022, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeff Webster.

Incorporated by reference to Exhibit 10.4 to our

current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated February 27,

Amended and Restated Employment Agreement, dated July

14, 2022, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeff Webster.

Incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed February 29,

Incorporated by reference to Exhibit 10.4 to our current report on Form 8-K, filed July 18,

Employment Agreement, dated February 27, 2024, between Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Jeff Webster.

Incorporated by reference to Exhibit 10.2 to our current

report on Form 8-K, filed February 29, 2024.

Employment Agreement, dated July 14, 2022, between

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Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated

February 27, 2024, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

Incorporated by reference to Exhibit 10.4 to our current report on Form 8-K,

filed February 29, 2024.

Amendment to Employment Agreement, dated January 13, 2025, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

to Employment Agreement, dated February 27, 2024, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

Incorporated by reference to Exhibit 10.4 to our

current report on Form 8-K, filed February 29, 2024.

Second Amendment to Employment Agreement, dated January

13, 2025, between Siliconix incorporated (a wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Roy Shoshani.

Incorporated by reference to Exhibit 10.41 to our 2024 annual report on Form 10-K.

Agreement between Vishay Electronic GmbH (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.), Vishay Intertechnology, Inc., and Andreas Randebrock dated May 20, 2020.

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Incorporated by reference to Exhibit 10.7 to our current report on Form 8-K, filed July 18, 2022.

Amendment to Employment Agreement, dated

February 27, 2024, between Vishay Intertechnology, Inc., and Peter Henrici.

Incorporated by reference to Exhibit 10.6 to our current report on Form 8-K, filed February, 29, 2024.

Agreement, dated February 27, 2024, between Vishay Intertechnology, Inc., and David E.

to Employment Agreement, dated February 27, 2024, between Vishay Intertechnology, Inc., and Peter Henrici.

Incorporated by reference to Exhibit 10.6 to our current report on Form 8-K, filed February, 29, 2024.

Employment Agreement, dated February 27,

2024, between Vishay Intertechnology, Inc., and Michael O'Sullivan.

2024, between Vishay Intertechnology, Inc., and David E.

Incorporated by reference to Exhibit 10.3 to our current report on Form 8-K, filed February 29, 2024.

Agreement, dated February 27, 2024, between Vishay Intertechnology, Inc., and Michael O'Sullivan.

Incorporated by reference to Exhibit 10.5 to our current report on Form 8-K, filed February 29, 2024.

Intertechnology, Inc.

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Incorporated by reference to Exhibit 10.8 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Agreement, dated July 6, 2010, between Vishay Measurements Group, Inc.

Supply Agreement, dated July

6, 2010, between Vishay Measurements Group, Inc.

and Vishay S.A.

Incorporated by reference to Exhibit 10.9 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Manufacturing

Agreement, dated July 6, 2010, between Vishay S.A.

Manufacturing Agreement, dated July 6, 2010, between Vishay S.A.

and Vishay Precision Foil GmbH.

Incorporated by reference to Exhibit 10.10 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A.

Incorporated by reference to Exhibit 10.10 to Vishay

Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Property License Agreement, dated July 6, 2010, between Vishay S.A.

and Vishay Precision Foil GmbH.

Incorporated by reference to Exhibit

10.11 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Incorporated by reference to Exhibit 10.11 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A.

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Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A.

Property License Agreement, dated July 6, 2010, between Vishay S.A.

and Vishay Measurements Group, Inc.

Incorporated by reference to

Exhibit 10.13 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Incorporated by reference to Exhibit 10.13 to Vishay Precision Group, Inc.’s current report on Form 8-K filed July 7, 2010.

Credit Agreement, dated as of June 5, 2019, among Vishay Intertechnology, Inc.

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Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed June 5, 2019.

Amendment No.

to Credit Agreement, dated as of September 20, 2019, among Vishay Intertechnology, Inc.

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filed August 15, 2024.

Intertechnology, Inc.

Form of Executive Officer Restricted Stock Unit Agreement.

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.

Incorporated by reference to Exhibit

10.1 to our quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2025.

Vishay Intertechnology, Inc.

Form of Executive Officer

Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.1 in our quarterly report on Form 10-Q for the fiscal quarter ended April 1, 2023.

Intertechnology, Inc.

Form of Non-Employee Director Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.48 to our 2019 annual report on Form 10-K.

Vishay Intertechnology, Inc.

Form of Non-Employee Director Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.48 to our 2019

annual report on Form 10-K.

Intertechnology, Inc.

Form of Executive Officer Phantom Stock Unit Agreement.

Incorporated by reference to Exhibit 10.50 to our 2019 annual

report on Form 10-K.

Vishay Intertechnology, Inc.

Non-Employee Director

Compensation Plan.

Incorporated by reference to Exhibit 10.50 to our 2019 annual report on Form 10-K.

Form of Future

Deferred Remuneration Arrangement of Vishay Israel Ltd.

Intertechnology, Inc.

Non-Employee Director Compensation Plan.

Incorporated by reference to Exhibit 10.44 to our 2020 annual report on Form 10-K.

Form of Future Deferred Remuneration Arrangement of

Vishay Israel Ltd.

(a wholly owned subsidiary of Vishay Intertechnology, Inc.).

Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 28, 2021.

Form of Base Capped Call Confirmation.

Incorporated by

reference to Exhibit 10.1 in our current report on Form 8-K filed September 12, 2023.

Form of Additional

Capped Call Confirmation.

Incorporated by reference to Exhibit 10.1 in our current report on Form 8-K filed September 12, 2023.

Form of Phantom Stock Award Agreement.

Incorporated by

reference to Exhibit 10.66 to our 2023 annual report on Form 10-K.

Non-Employee Director RSU Agreement.

Form of Additional Capped Call Confirmation.

Incorporated by reference to Exhibit 10.2 in our current report on Form 8-K filed September 12, 2023.

Form of Phantom

Stock Award Agreement.

Incorporated by reference to Exhibit 10.66 to our 2023 annual report on Form 10-K.

Form of Executive Officer Restricted Stock Unit

Form of Non-Employee Director RSU Agreement.

Incorporated by reference to Exhibit 10.67 to our 2023 annual report on Form 10-K.

Form of Executive

Officer Restricted Stock Unit Agreement.

Incorporated by reference to Exhibit 10.7 in our quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2024.

Performance-Based Restricted Stock Unit Agreement.

Form of Performance-Based Restricted Stock Unit

Incorporated by reference to Exhibit 10.8 in our quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2024.

Vishay Intertechnology, Inc.

Trading Compliance Program.

Intertechnology, Inc.

Securities Trading Compliance Program.

Incorporated by reference to Exhibit 19.1 to our 2024 annual report on Form 10-K.

Subsidiaries of the Registrant.

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as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer.

Intertechnology, Inc.

Vishay Intertechnology, Inc.

Dodd-Frank Clawback Policy.

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February 13, 2026

/s/ Ziv Shoshani

February 14, 2025

/s/ Timothy V.

February 14, 2025

/s/ Ruta Zandman

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Raanan Zilberman

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Vishay Intertechnology, Inc.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosure to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial

statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the account or disclosure to which it relates.

Sales Returns and Allowances Accruals

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Estimating the scrap

allowance and “stock, ship and debit” accrual involves the application of models which require management to make certain assumptions including historical customer credit rates.

allowance and “stock, ship and debit” accrual involves the application of models which require management to make certain assumptions including future customer credit rates.

How We Addressed the Matter in Our Audit

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assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the accruals that would result from changes in the assumptions.

Goodwill Impairment

Description of the Matter

At December 31, 2024, the Company’s goodwill balance was $179.0 million.

As discussed in Note 1 and Note 19 of the consolidated

financial statements, the Company’s goodwill is tested for impairment at least annually, or whenever events or circumstances indicate that the value of goodwill may be impaired.

If goodwill is determined to be impaired, an impairment loss is

measured at the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

During the fourth quarter of 2024, the Company identified impairment indicators related to goodwill

within the MOSFETs reporting unit.

The Company performed a quantitative assessment of the reporting unit to determine its fair value.

Based on the Company’s evaluation, the estimated fair value of the reporting unit was determined to be less

than its carrying value.

As a result, a non-cash goodwill impairment charge of $66.5 million was recognized.

Auditing the Company’s goodwill impairment assessment for the MOSFETs reporting unit was complex and highly judgmental due to

the significant judgments and estimation required by management in determining the fair value of the reporting unit, which is based on assumptions about future market or economic conditions and company-specific qualitative factors whose

outcome is uncertain and will therefore be subject to change over time.

In particular, the fair value estimate of the reporting unit involves the use of significant unobservable inputs and is sensitive to changes in significant assumptions,

such as the discount rate, revenue growth rate, and earnings before interest, taxes, depreciation and amortization ("EBITDA").

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's

goodwill impairment review and testing process over the MOSFETs reporting unit.

For example, we tested controls over management’s review of the valuation model, the significant assumptions described above, and the completeness and accuracy of

the data used in the valuation.

To test the estimated fair value for the MOSFETs reporting unit, we performed audit procedures that included, among others,

assessing the methodologies used to develop the estimated fair values, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses.

the significant assumptions used by management to historical results and current industry trends.

We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result

from changes in the assumptions.

We also involved valuation specialists to assist in our evaluation of the overall methodologies and the discount rate used in the fair value estimate.

/s/ Ernst & Young LLP

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Long-term debt, less current portion

transition tax payable

Deferred income taxes

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Treasury stock (at cost):

and 7,535,881 common shares

zero and 9,933,595 common shares

Accumulated other comprehensive income (loss)

Total Vishay stockholders' equity

Noncontrolling interests

Total liabilities and equity

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Depreciation and amortization

Gain on disposal of property and equipment

(Gain) loss on disposal of property and equipment

Inventory write-offs for obsolescence

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Proceeds from long-term borrowings

Principal payment upon maturity of convertible senior notes due 2025

Repurchase of convertible senior notes due 2025

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Dividends paid to Class B common stockholders

Repurchase of common stock held in treasury

Repurchase of common stock

Distributions to noncontrolling interests

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Cash withholding taxes paid when shares withheld for vested equity awards

Other financing activities

Net cash provided by (used in) financing activities

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Balance at December 31, 2022

Other comprehensive income (loss)

Distributions to noncontrolling interests

Issuance of stock and related tax withholdings for vested restricted stock units ( 201,039 shares)

Dividends declared ($ 0.40

Stock compensation expense

Repurchase of common stock held in treasury ( 4,240,573 shares)

Balance at December 31, 2022

Other comprehensive income

Distributions to noncontrolling interests

Issuance of stock and related tax withholdings for vested restricted stock units ( 276,130 shares)

Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units ( 276,130 shares)

Dividends declared ($ 0.40

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Repurchase of common stock held in treasury ( 3,295,308

Capped call transactions, net of tax

Capped call transaction, net of tax

Balance at December 31, 2023

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Balance at December 31, 2024

Net earnings (loss)

Other comprehensive income

Issuance of stock and related tax withholdings for vested restricted stock units ( 553,192 shares)

Dividends declared ($ 0.40

Stock compensation expense

Repurchase of common stock held in treasury ( 728,560 shares)

Retirement of common stock held in treasury ( 10,662,155 shares)

Balance at December 31, 2025

See accompanying notes.

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(“Vishay” or the “Company”) manufactures

one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, military, aerospace, medical, power supplies, telecommunications, consumer

one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, military, aerospace, healthcare, power supplies, telecommunications, consumer

products, and computing end markets.

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the Company’s short-term investments were comprised of time deposits with financial institutions whose original maturity exceeds three months, but less than one year.

Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

The Company estimates its credit losses on financial instruments using a current expected credit loss

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within the fiscal quarter that the interest becomes uncollectible.

Inventories are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value.

Inventories are adjusted for estimated obsolescence

and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

In 2025, the Company started selling certain of its non-U.S.

accounts receivable on a non-recourse basis to third-party financial institutions.

transactions are recognized as sales of receivables because effective control over, and risk related to, the receivables is transferred to the buyers.

The Company derecognized $ 62,175 of accounts receivable as of December 31, 2025.

The cash proceeds are presented as cash provided by operating activities in the consolidated statement of cash flows.

After the sale

of the accounts receivable, the Company collects payment from the customers and remits it to the third-party financial institutions.

Inventories are stated at the lower of cost, determined by the moving average and first-in, first-out methods, or net realizable value.

Inventories are adjusted for

estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

Property and Equipment

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The estimated cost to complete construction in progress at December 31, 2025 was approximately $ 334,100 .

Included in the estimated cost to complete the Itzehoe, Germany 12-inch wafer fab and the Newport wafer fab expansion construction projects are

certain costs for which there are currently no contractual commitments to complete .

Depreciation expense was $ 198,961 , $ 174,457 , and $ 155,864 for the years ended December 31, 2024 , 2023, and 2022 , respectively.

Gains and losses on the disposal of assets which do not qualify for presentation as discontinued operations are included in the determination of operating margin (within

selling, general, and administrative expenses).

Individually material gains and losses on disposal are separately disclosed in the notes to the consolidated financial statements.

Depreciation expense was $ 211,542 , $ 198,961 ,

and $ 174,457 for the years ended December 31, 2025 , 2024, and 2023 ,

respectively.

Gains and losses on the disposal of assets which do not qualify for presentation as discontinued operations are included in the determination of operating margin (within selling, general, and administrative expenses).

material gains and losses on disposal are separately disclosed in the notes to the consolidated financial statements.

Commitments and Contingencies

The Company has commitments for the purchase of assets to complete its construction in progress as disclosed above.

The commitment period for substantially all of these

purchase commitments is less than one year.

The Company expects to have noncancellable purchase commitments with commitment periods in excess of one year associated with its significant facility expansion programs as the programs progress.

December 31, 2024, there are no material noncancellable commitments associated with these programs.

The commitment period for most of these purchase

commitments is less than one year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Treasury Stock

The Company records treasury stock at cost, inclusive of fees, commissions and other expenses, when outstanding common shares are repurchased.

The Company records treasury stock at cost, inclusive of fees, commissions, excise taxes, and other expenses, when outstanding common shares are

The Company allocates the excess of par value paid to repurchase outstanding common shares to "Capital in excess of par value" when treasury stock is retired.

Self-Insurance Programs

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Accounting Guidance Recently Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

Improvements to Reportable Segment Disclosures .

The ASU adds reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, requires additional

interim disclosures, and requires other segment-related disclosures.

The ASU is effective for the Company for annual periods beginning on or after January 1, 2024, and interim periods beginning after January 1, 2025, with the ability to early

The Company adopted the ASU effective January 1, 2024.

The adoption of the ASU did not impact the Company's reportable segments' results of operations or cash flows, but increased its segment disclosures.

Recent Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting

Standards Update ("ASU") No.

2023-09, Improvements to Income Tax Disclosures .

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The ASU is effective for the Company for annual periods beginning on or after January 1, 2025, with the ability to early adopt.

The Company plans to prospectively adopt the ASU.

The adoption of the ASU will not

impact the Company's financial position, results of operations, or cash flows, but will increase its income tax disclosures.

The Company adopted the ASU effective January 1, 2025.

The adoption of the ASU did

not impact the Company's financial position, results of operations, or cash flows, but increased its income tax disclosures.

Recent Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued ASU No.

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beginning after January 1, 2028, with the ability to early adopt.

The adoption of the ASU will not impact the Company's financial position, results of operations, or cash flows.

The adoption of the ASU will not impact the Company's financial position, results of operations, or cash flows, but will increase disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Measurement

of Credit Losses for Accounts Receivable and Contract Assets .

The ASU allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change the remaining life of the asset when

developing reasonable and supportable forecasts as part of estimating expected credit losses.

The Company adopted the ASU effective January 1, 2026.

The adoption of the ASU will not impact the Company's financial position, results of operations,

or cash flows.

In September 2025, the FASB issued ASU No.

2025-06, Targeted

Improvements to the Accounting for Internal-Use Software .

The ASU requires entities to capitalize software costs when management has authorized and committed to funding the software project and it is probable that the project will be

completed and the software will be used to perform the function intended.

The Company early adopted the ASU effective January 1, 2026.

The adoption of the ASU is not expected to have a significant impact on the Company's financial position,

results of operations, or cash flows.

Reclassifications

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The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per

The transaction included contingent payments of $ 15,000 , held in escrow pending receipt of an export license.

As of December

31, 2024, the contingency was resolved.

The transaction included contingent payments of $ 15,000 , held in escrow.

Selling, general, and administrative expenses for the fiscal year ended December 31, 2025 include an $ 11,293 benefit

recognized in the second fiscal quarter of 2025 upon the favorable resolution of a contingency.

The transaction was funded by Vishay with cash on-hand.

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Newport Limited was renamed "Vishay Newport Limited."

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as

Net working deficit (excluding cash and cash equivalents)

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The Company recognized $ 2,984 of acquisition costs classified as a component of selling, general, and administrative expenses.

These costs were recognized in the third and fourth fiscal

quarters of 2023 and first fiscal quarter of 2024.

These costs were recognized in

the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment

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The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 2 - Acquisition and Divestiture Activities (continued)

Birkelbach Kondensatortechnik GmbH

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Based in Erndtebrueck, Germany, Birkelbach is a manufacturer of metalized technical films for capacitor

Vishay was a major customer of Birkelbach, and the acquired business will be vertically integrated into Vishay's Capacitors segment.

Based on a preliminary estimate of fair values, the Company allocated $ 7,168 of the purchase price to definite-lived intangible assets.

Vishay was a major customer of Birkelbach, and the acquired business has been vertically integrated into Vishay's Capacitors segment.

Based on an estimate of fair values, the Company allocated $ 7,168 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to assets acquired and liabilities

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December 17, 2024.

Year ended December 31, 2023

On June 30, 2023 , the Company acquired substantially

all of the assets of Centerline Technologies, LLC , a Massachusetts-based, privately held manufacturer of ceramic components used in

many custom parts manufactured by certain of Vishay's Resistors businesses, for $ 5,003 .

Based on an estimate of fair values, the

Company allocated $ 1,500 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to the assets

acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $ 2,213

related to this acquisition.

The acquired business will be vertically integrated into the Company's Resistors segment, and the goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.

results and operations of this acquisition have been included in the Resistors segment since June 30, 2023.

Year ended December 31, 2022

On October 28, 2022 , the Company acquired

all of the outstanding equity interests of MaxPower Semiconductor, Inc.

, a San Jose, California-based fabless power semiconductor

provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions.

The acquisition of MaxPower will enhance Vishay's current and future silicon carbide ("SiC") offerings for fast-growing markets

such as electric vehicles.

The Company paid cash of $ 50,000 , net of cash acquired,

The transaction also included possible contingent payments of up to $ 57,500 , which would be payable upon the achievement of

certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.

The purchase price for U.S.

GAAP purposes includes the

fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower.

The estimated fair value of this contingent consideration as of the acquisition date was $ 6,851 .

The contingent consideration liability is included in other accrued expenses and other liabilities in the accompanying balance sheet and is

remeasured each reporting period, with changes reported as "Selling, general, and administrative expenses" on the consolidated statements of operations.

A portion of contingent payments to be made to employee equity holders are deemed compensatory in nature.

Such payments made to employee equity holders have been or

will be, in future periods, recognized as expense, and thus are not included in the U.S.

GAAP purchase price.

One of the contingencies was resolved in the fourth quarter of 2023, which resulted in no additional payments to the former employees and stockholders of MaxPower.

Additionally, $ 2,500 has been paid upon the achievement of the first technology milestone.

The Company's estimate of the maximum

possible total contingent payments is $ 17,500 .

See Note 18 for further discussion on the fair value measurement of the contingent

consideration liability.

Based on an estimate of their fair values, the Company allocated $ 18,600 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation

of their fair values at the date of acquisition, the Company recorded goodwill of $ 34,246 related to this acquisition.

The results and

operation of this acquisition have been included in the MOSFETs segment since October 28, 2022.

The goodwill related to this acquisition is included in the MOSFETs reporting unit for goodwill impairment testing.

See Note 19 for

information on goodwill impairment testing.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Note 3 – Restructuring and Related Activities

In September 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s

manufacturing footprint and streamline business decision making.

The restructuring actions will be implemented in phases and include:

Selling, general, and administrative functions will be streamlined through the fourth fiscal quarter of 2025.

In September 2024, the Company announced the implementation of restructuring actions designed to optimize the

Company’s manufacturing footprint and streamline business decision making.

The restructuring actions are being implemented in phases and include:

Selling, general, and administrative functions streamlined through the fourth fiscal quarter of 2025.

The closure of three manufacturing facilities.

A Diodes segment back-end facility in Shanghai, China is expected to be closed by the end of 2026

with production transfers completed in phases beginning in the fourth quarter of 2025.

In addition, two small facilities in the Resistors segment in Fichtelberg, Germany, and in Milwaukee, Wisconsin, are expected to be closed

A Diodes segment back-end facility in Shanghai, China is expected to be closed by the end of 2026 with

production transfers completed in phases beginning in the fourth quarter of 2025.

In addition, two small facilities in the Resistors segment in Fichtelberg, Germany and Milwaukee, Wisconsin, are expected to be closed in 2026.

Various changes in manufacturing operations and production transfers.

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Balance at December 31, 2024

Foreign currency translation

Balance at December 31, 2025

Severance payment terms vary by country, but generally are paid in a lump sum at

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Some payments are made over an extended period.

The current portion of the liability is $ 16,070 and is included in other accrued expenses in the accompanying consolidated balance sheet.

The non-current portion of

the liability is $ 14,518 and is included in other liabilities in

the accompanying consolidated balance sheet.

As of December 31, 2025, substantially all of the liability is current and is included in other accrued expenses in the accompanying consolidated balance sheet.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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United States

On July 4, 2025, H.R.

1 (the "Act"), a tax reconciliation act, was enacted into law in the United States.

The Act did not change the U.S.

federal tax rate and most of the provisions of the Act are effective for tax

years beginning after December 31, 2025.

The Company has recorded no change to the deferred U.S.

taxes directly related to the Act.

The Act allows the deduction in tax year 2025, or in tax years 2025 and 2026, of some previously capitalized

research and development costs.

The Company anticipates that these additional tax deductions may preclude the utilization of a U.S.

foreign tax credit ("FTC") that is due to expire in 2028.

As an indirect result of this change in tax law, the

Company recorded a valuation allowance of $ 9,420 on the deferred tax asset related to this FTC.

On December 22, 2017, the Tax Cuts and Jobs Act (the "TCJA") was enacted in the United States.

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The TCJA imposed a one-time transition tax on deferred foreign earnings, payable in defined increments over eight years.

Installments of $ 37,622 were paid in 2024, $ 27,670 were paid in 2023, and $ 14,757 in each of 2022, 2021, 2020, 2019, and 2018.

The Company expects to pay the final installment payment of $ 47,027 in 2025.

Internal Revenue Service continues to issue regulations to address the provisions of the TCJA.

The Company has elected to account for Global Intangible

Low-Taxed Income ("GILTI") tax in the period in which it is incurred and, therefore, does not provide any deferred taxes in the consolidated financial statements at December 31, 2024, 2023, or 2022.

Installments of $ 47,027 were paid in 2025, $ 37,622 were paid in 2024, $ 27,670 were paid in 2023, and $ 14,757

in each of 2022, 2021, 2020, 2019, and 2018.

The 2025 installment was the last payment.

The Company has elected to account for Global Intangible Low-Taxed Income ("GILTI") tax in the period in which it is incurred and, therefore, does not provide any

deferred taxes in the consolidated financial statements at December 31, 2025, 2024, or 2023.

In the third fiscal quarter of 2025, the Federal Republic of Germany enacted tax legislation decreasing the federal tax rate beginning in 2028 by 1% per year for five

The Company recorded deferred tax expense of $ 4,237 to reduce the carrying amount of deferred tax assets in Germany based on these

Changes in Indefinite Reversal Assertion

The Company made the determination during the fourth fiscal quarter of 2021 that substantially all unremitted foreign earnings in Israel were no longer indefinitely reinvested.

The Company repatriated $ 81,243 to the United States in 2022 pursuant to this repatriation program.

The Company paid withholding taxes, foreign taxes, and Israeli clawback

taxes of $ 25,201 due to the repatriation.

The Company made the determination during the fourth fiscal quarter of 2022 that substantially all unremitted earnings in Germany were no longer

indefinitely reinvested.

Additional tax expense was recorded during the fourth fiscal quarter of 2022 to accrue the $ 59,642 of

withholding taxes necessary to distribute these approximately $ 360,000 of accumulated earnings to the United States.

These changes in this indefinite reinvestment assertion provide greater access to the Company's worldwide cash balances to fund its growth plan and its

The Company made the determination in 2021 that substantially all unremitted foreign earnings in Israel were no longer indefinitely reinvested.

The Company made the determination in 2022 that substantially all

unremitted earnings in Germany were no longer indefinitely reinvested.

These changes in this indefinite reinvestment assertions provide greater access to the Company's worldwide cash balances to fund its growth plan and its

Stockholder Return Policy.

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distribution.

During the fourth fiscal quarter of 2023, the Company repatriated $ 325,000 of accumulated earnings to the United States

and paid withholding taxes, in Germany and Israel, of $ 63,600 .

The Company repatriated $ 75,000 of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid

withholding taxes, in Israel, of $ 9,375 .

The Company repatriated $ 120,000 of accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $ 15,000 .

During the fourth fiscal quarter of 2023, the Company repatriated $ 325,000

of accumulated earnings to the United States and paid withholding taxes, in Germany and Israel, of $ 63,600 .

At December 31, 2025, approximately $ 231,187

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deferred tax assets is based on the Company’s assessment that it is more likely than not that the Company will realize these assets after consideration of all available positive and negative evidence.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 5 – Income Taxes (continued)

A reconciliation of income tax expense at the U.S.

federal statutory income tax rate to actual income tax provision is as follows:

federal statutory income tax rate to actual income tax provision for the year ended December 31, 2025 is as follows:

December 31, 2025

federal statutory income tax

State and local income taxes, net of federal benefit*

Foreign tax effects:

Withholding on dividends

Effects of changes in tax laws

Withholding on dividends

Other foreign jurisdictions

Effects of cross-border tax laws:

foreign tax credit

Changes in valuation allowances

Nontaxable or nondeductible items:

Executive compensation

Changes in uncertain tax benefits

Other adjustments

Total tax expense

* State taxes in Minnesota, Arizona, and Illinois made up the majority (greater than 50%) of the tax effect in

this category .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 5 – Income Taxes (continued)

A reconciliation of income tax expense at the U.S.

federal statutory income tax rate to actual income tax provision for the years ended December 31, 2024 and 2023 is as

Years ended December 31,

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Total income tax expense

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 5 – Income Taxes (continued)

Vishay operates in a global environment with significant operations in various locations outside the United States.

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tax rates, and other related items.

These items total $ 20,032 in 2022.

These items totaled $ 13,657 in 2025.

There were no unusual tax items for the years ended December

31, 2024 and 2023.

For the year ended December 31, 2022, the discrete items include tax expense of $ 59,642 due to the Company's change in its assertion that earnings of its subsidiaries in Germany are indefinitely reinvested, tax benefits of $ 5,941 for changes in uncertain tax positions following the resolution of a tax audit and a $ 33,669 tax benefit recognized upon the release of a valuation allowance.

At December 31, 2024, the Company had the following significant net operating loss carryforwards for tax purposes:

At December 31, 2025, the Company had

the following significant net operating loss carryforwards for tax purposes:

No expiration

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No expiration

At December 31, 2024, the Company had the following significant tax credit carryforwards available:

No expiration

At December 31, 2025, the Company had

the following significant tax credit carryforwards available:

Foreign Tax Credit

Research and Development Credit

California Research Credit

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Note 5 – Income Taxes (continued)

Net income taxes paid were $ 136,784 , $ 224,232 , and $ 134,199 for the years ended

December 31, 2024, 2023, and 2022, respectively.

Net income taxes paid for the years ended December 31, 2024 and 2023 include withholding taxes for repatriation activity.

Net income taxes paid for the years ended December 31, 2024, 2023, and 2022

also includes $ 37,622 , $ 27,670 ,

and $ 14,757 , respectively, for the TCJA transition tax.

The following table summarizes income taxes paid by jurisdiction for the year ended December 31, 2025:

December 31, 2025

State and Local

The Republic of China (Taiwan)

Other Foreign

Total income taxes paid

Net income taxes paid were $ 136,784 , and $ 224,232 for the years ended December 31, 2024,

and 2023, respectively.

Net income taxes paid for the years ended December 31, 2025, 2024, and 2023, respectively, include withholding taxes for repatriation activity.

Net income taxes paid for the years ended December 31, 2025, 2024, and 2023 also includes $ 47,027 , $ 37,622 , and $ 27,670 , respectively, of

TCJA transition tax paid.

The following table summarizes changes in the liabilities associated with unrecognized tax benefits:

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Currency translation adjustments

Reduction based on tax positions related to prior years

Reduction for settlements

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All of the unrecognized tax benefits of $ 33,003

and $ 12,857 , as of December 31, 2024 and 2023, respectively, would reduce the effective tax rate if recognized.

and $ 32,500 , as of December 31, 2025

and 2024, respectively, would reduce the effective tax rate if recognized.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

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accrued interest and penalties related to the unrecognized tax benefits of $ 1,422 and $ 1,564 , respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 303 , $ 821 , and $ 376 , respectively, in interest and penalties.

During the years ended December 31, 2025,

2024, and 2023, the

Company recognized $ 360 , $ 303 ,

and $ 821 , respectively, in interest and penalties.

The Company and its subsidiaries file U.S.

federal income tax returns, as well as tax returns in multiple states and foreign jurisdictions.

years ended December 31, 2024, 2023, and 2022, certain tax examinations were concluded and certain statutes of limitations lapsed.

The tax provision for those years includes adjustments related to the resolution of these matters, as reflected in

the table above.

years ended December 31, 2025, 2024,

and 2023, certain tax examinations were concluded and certain statutes of limitations lapsed.

The tax provision for those years

includes adjustments related to the resolution of these matters, as reflected in the table above.

During 2023, the Company settled an examination of its U.S.

federal income tax returns for the years ended December 31, 2017 through 2019.

The federal income tax returns for the years 2021 through 2023 remain subject to

federal income tax returns for the years 2022 through 2024 remain subject to examination.

The tax returns of significant non-U.S.

subsidiaries currently under examination are located in the following jurisdictions:

Israel (2021), Germany (2017 through 2021), India (2004 through 2021), and Philippines (2017 through 2023).

Israel (2021), China (2022

through 2024), India (2004 through 2023), and Philippines (2020 through 2022).

The Company and its subsidiaries also file income tax returns in other taxing jurisdictions in the U.S.

and around the world, many of which are still open to examination.

and around the world, many of which are still open to

The timing of the resolution of income tax examinations is highly uncertain, as are the amounts and timing of tax payments that result from such

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These events could cause large fluctuations in the balance sheet classification of current and non-current unrecognized tax benefits.

The Company believes that in the next 12 months it is reasonably possible that certain income tax

examinations will conclude or the statutes of limitation on certain income tax periods open to examination will expire, or both.

Given the uncertainties described above, the Company can only determine an estimate of potential decreases in

unrecognized tax benefits ranging from $ 8,634 to $ 8,744 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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ratio is computed on a net basis, reducing the measure of outstanding debt by up to $ 250,000 of unrestricted cash.

The Company must

maintain a net leverage ratio of at least 3.25 to 1.00.

On August 15, 2024 , the Company entered into an amendment to the Credit Facility that redefined the Interest Coverage Ratio to remove Capital Expenditures from the calculation and increased

the minimum Interest Coverage Ratio to 3.25 to 1.00, among other changes.

Coverage Ratio is computed excluding capital expenditures.

The Company must maintain a net leverage ratio of at least 3.25 to 1.00

and a minimum Interest Coverage Ratio of 3.25 to 1.00.

Borrowings under the Credit Facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general

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At December 31, 2024, there was $ 467,245 available under the Credit Facility.

Letters of credit totaling $ 2,062

and $ 1,422 were outstanding at December 31, 2024

and 2023, respectively.

Letters of credit

totaling $ 11,988 and $ 2,062

were outstanding at December 31, 2025 and 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Convertible Debt Instruments

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of December 31, 2024:

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2030 as of December 31, 2025:

Issuance date

June 12, 2018

September 12, 2023

Maturity date

June 15, 2025

September 15, 2030

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Conversion rate effective December 3, 2025 (per $1 principal amount)

Effective conversion price effective December 3, 2024 (per share)

Effective conversion price (per share)

130 % of the conversion price (per share)

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extinguishment was not material.

Prior to December 15, 2024, the convertible senior notes due 2025 were contingently convertible.

The convertible senior notes due 2025 became

convertible on December 15, 2024 and will remain convertible until maturity.

Upon maturity or conversion of the convertible senior notes due 2025, Vishay will satisfy its obligations by paying $1 cash per $1 principal amount

maturing or converted and settle any additional amounts due in common stock.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible

senior notes due 2025 effective as of the ex-dividend date of each cash dividend.

The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends

exceed $ 0.085 per share of common stock.

As the Company has the intent and ability to refinance its convertible senior notes due 2025 upon maturity using its revolving credit facility, the 2025

Notes remain classified as long-term liabilities.

The convertible senior notes due 2025 matured on June 15, 2025 .

maturity, $ 41,911 aggregate principal amount of the convertible senior notes due 2025 were settled in cash, funded by borrowings on the

revolving credit facility.

No shares were issued to settle the convertible senior notes due 2025.

Other Borrowings Information

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was drawn as of December 31, 2025, expires in 2028.

The convertible senior notes mature in 2025 and 2030, respectively.

The convertible senior notes mature in 2030.

At December 31, 2025 and 2024, the Company had committed and uncommitted credit lines with various foreign banks aggregating approximately $ 61,000 and $ 32,000 , respectively, with

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Interest paid was $ 33,812 , $ 21,732 , and $ 17,242 for the years ended

December 31, 2024, 2023, and 2022, respectively.

December 31, 2025, 2024,

and 2023, respectively.

Deferred financing costs are recognized as non-cash interest expense.

Non-cash interest expense was $ 4,957 , $ 3,735 , and $ 3,272 for the years ended December 31, 2024, 2023, and 2022, respectively.

interest expense was $ 4,808 , $ 4,957 ,

and $ 3,735 for the years ended December 31, 2025, 2024, and 2023, respectively.

See Note 18 for further discussion on the fair value of the Company’s long-term debt.

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cannot be split, divided, or combined unless the other is also split, divided, or combined equally.

Cash dividends were paid quarterly in 2024 and 2023.

Cash dividends were paid quarterly in 2025

The Credit Facility also allows an unlimited amount of defined "Restricted Payments," which include cash dividends and share repurchases, provided the Company's pro

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Convertible senior notes, due 2030

Conversion of Class B common stock

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until

such time as the Board votes to amend or rescind the policy.

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or

rescind the policy.

The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.

The Company intends to return such amounts directly, in the form of

dividends, or indirectly, in the form of stock repurchases.

The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form

of stock repurchases.

The following table summarizes activity pursuant to this policy:

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Stock repurchases

The repurchased shares are being held as treasury stock.

The number of shares of common stock being held as treasury stock was 9,933,595 and 7,535,881 as of December 31, 2024 and 2023,

respectively.

The number of shares of common stock being held as treasury stock was 9,933,595

as of December 31, 2024.

During the fourth fiscal quarter of 2025, the Company retired 10,662,155 shares of common stock held as treasury

stock at a cost of $ 224,590 .

There were no

shares of common stock held as treasury stock as of December 31, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Years ended December 31,

Foreign exchange gain

Foreign exchange gain (loss)

Interest income

1 unchanged sentence

Investment income (expense)

Impact of the COVID-19 Pandemic

The Company's operations were impacted by the "COVID-19" pandemic, particularly in 2020 and again in 2022 when operations in the People's Republic of China were impacted

by government-mandated shut-downs.

The Company incurred incremental costs separable from normal operations that are directly related to the pandemic containment efforts, primarily wages paid to manufacturing employees during government-mandated

shut-downs, additional wages and hardship allowances for working during lockdown periods, additional costs of cleaning and disinfecting facilities, costs of additional safety equipment for employees, and temporary housing for employees due to travel

restrictions, which were partially offset by government subsidies.

Since 2021, certain costs directly attributable to the pandemic, such as additional costs of cleaning and disinfecting facilities and costs of additional safety equipment for

employees, are no longer incremental and are considered normal operating costs.

The net impact of the costs and subsidies are reported as "Cost of products sold" of $ 6,661 and "Selling, general, and administrative expenses" of $ 546 based on

employee function on the consolidated statement of operations for the year ended December 31, 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 9 – Other Accrued Expenses

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Benefits paid

Curtailments and settlements

Currency translation

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Estimated future benefit payments are as follows:

The Company’s anticipated 2025 contributions for defined benefit pension plans will approximate the expected benefit payments disclosed above.

The Company’s anticipated 2026 contributions for U.S.

defined benefit pension plans are expected to be $ 2,036 .

The Company's anticipated 2026 contributions for Non-U.S.

defined benefit plans are expected to be $ 19,770 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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*** The performance vesting criteria for the performance-based RSUs with a

vesting date of January 1, 2025 were achieved.

vesting date of January 1, 2026 were not achieved.

RSUs, including those with performance-based and market-based vesting criteria, generally vest over three years, provided that vesting may accelerate in certain cases,

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Redeemed for common stock*

* The number of phantom stock units redeemed for common stock includes shares that the Company withheld on behalf of

employees to satisfy the statutory tax withholding requirements.

* The number of phantom stock units redeemed for common stock includes shares

that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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As of December 31, 2025, the Company has accrued

environmental liabilities of $ 14,325 , of which $ 4,897 is included in other accrued liabilities on the accompanying consolidated balance sheet , and $ 9,428 is included in other noncurrent liabilities on the accompanying consolidated balance sheet.

environmental liabilities of $ 14,468 , of which $ 5,626 is included in other accrued liabilities on the accompanying consolidated

balance sheet , and $ 8,842 is

included in other noncurrent liabilities on the accompanying consolidated balance sheet.

While the ultimate outcome of these matters cannot be determined, management does not believe that the final disposition of these matters will have a material adverse

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Company has minimum purchase commitments pursuant to certain of its long-term arrangements with its subcontractors and other suppliers and business partners of $ 71,806 , $ 15,563 , $ 1,766 and for the years 2026 through 2028, respectively.

The Company has the option to purchase amounts in addition to the minimum commitment and, accordingly, actual purchases may be different than the amounts

disclosed above.

The Company has the option to purchase amounts in addition to the minimum commitment and, accordingly, actual purchases may be

different than the amounts disclosed above.

The Company exceeded its minimum purchase commitments in 2025.

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Concentrations of credit risk with respect to receivables are generally limited due to the Company’s large number of customers and their dispersion across many countries and industries.

No customer comprised greater than 10% of the Company's

accounts receivable balance as of December 31, 2024.

As of December 31, 2023, one customer comprised 12.4 % of the Company's accounts

receivable balance.

As of December 31, 2025, one customer comprised 12.8 % of the Company's accounts receivable balance.

No customer comprised greater than 10% of the Company's accounts receivable balance as of December 31,

The Company continually monitors the credit risks associated with its accounts receivable and adjusts the allowance for uncollectible accounts accordingly.

The credit risk exposure associated with the accounts receivable is

limited by the allowance and is not considered material to the financial statements.

The credit risk exposure associated with the accounts receivable is limited by the

allowance and is not considered material to the financial statements.

The Company maintains cash and cash equivalents and short-term investments with various major financial institutions.

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equivalents and short-term investments were concentrated in the following countries:

The Republic of China (Taiwan)

People's Republic of China

The Republic of China (Taiwan)

United States

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Vishay's reporting segments generate substantially all of their revenue from product sales to the industrial, automotive, telecommunications, computing, consumer

products, power supplies, military and aerospace, and medical end markets.

products, power supplies, military and aerospace, and healthcare end markets.

An immaterial portion of revenues are from royalties.

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The Company's calculation of segment operating income excludes selling, general,

and administrative costs of its global operations, sales and marketing, information systems, finance, and administration groups, as well as restructuring and severance costs, goodwill impairment charges, the direct impact of the COVID-19

pandemic, and other items affecting comparability.

Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company.

represent reconciling items between segment operating income and consolidated operating income.

These items represent reconciling items between segment operating

income and consolidated operating income.

Business segment assets are the owned or allocated assets used by each business.

Cost of products sold (excluding depreciation) is defined as the aggregate costs incurred in the production of goods for sale, excluding depreciation

Depreciation expense is defined as the aggregate expense recognized for the allocation of costs of tangible assets used in the production of goods to the

periods that benefit from the use of the assets.

Depreciation expense in cost of products sold is defined as the aggregate expense recognized for the allocation of costs of tangible assets used in the

production of goods to the periods that benefit from the use of the assets.

It excludes depreciation expense attributed to selling, general, and administrative activities.

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Segment operating expenses

Segment operating income

Segment operating income (loss)

Total depreciation expense

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Impairment of Goodwill

Impact of COVID-19 Pandemic on Selling, General, and Administrative Expenses

Unallocated Selling, General, and Administrative Expenses

Consolidated Operating Income (Loss)

Consolidated Operating Income

Unallocated Other Income (Expense)

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Note 15 – Segment and Geographic Data (continued)

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, military and aerospace, medical, power

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, military and aerospace, healthcare, power

supplies, telecommunications, consumer products, and computing end markets.

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using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of restricted stock units (see Note 12), convertible debt instruments (see Note 6), and other potentially dilutive securities.

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands) :

The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Vishay stockholders (shares in thousands) :

Years ended December 31,

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Diluted earnings (loss) per share attributable to Vishay stockholders

Diluted earnings per share for the years presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands) :

Diluted earnings (loss) per share for the years presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands) :

Years ended December 31,

Restricted stock units

If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030,

respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030.

Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior

notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.

Pursuant to the indenture governing the convertible senior notes due

2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash and/or common stock.

If the average market price of Vishay common stock is less than the effective conversion price of the convertible senior notes due 2030 no shares are

included in the diluted earnings per share computation for the convertible senior notes due 2030.

Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1

principal amount of converted notes and settle any additional amounts due in cash and/or common stock.

Similarly, the convertible senior notes due 2025 were considered, but not included, in the diluted earnings per share computation for any period

presented or any period they were outstanding.

In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions (see Note

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Fixed income securities

MaxPower acquisition contingent consideration

Acquisitions contingent consideration

There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.

During the third and fourth fiscal quarters of 2024, the Company performed goodwill impairment tests in which the fair value of the Company's reporting units was

During the third and fourth fiscal quarters of 2024, the Company performed quantitative goodwill impairment tests in which the fair value of the Company's reporting

units was calculated.

See additional information on the impairment tests in Note 19.

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Assessments are performed using a weighting of the income and market approaches to determine fair value.

The Company used a discounted cash flow

The Company uses a discounted cash flow

(“DCF”) method, using unobservable inputs, as its income approach.

The Company used comparable company market multiples for its market approach.

The Company uses comparable company market multiples for its market approach.

The resulting estimates of fair value from the income approach and the market approach are then

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concerning future financial results or other underlying assumptions could have a significant impact on results of the assessment.

During the third fiscal quarter of 2024, the Company identified the decrease in its share price in combination with the increase in the book value of its

assets as a result of its acquisition and capital spending activities as potential indicators of impairment requiring an interim goodwill impairment test.

The interim goodwill impairment test was performed as of the end of the third fiscal quarter

Based on the evaluation, the estimated fair value of each reporting unit was determined to exceed its carrying value, although the MOSFETs reporting unit’s fair value exceeded its carrying value by less than 10%.

No goodwill impairment

charges were recognized in the third fiscal quarter of 2024 as a result of the goodwill impairment test.

During the fourth fiscal quarter of 2024, the Company identified the further decrease in its share price in combination with the further increase in the

book value of its assets as a result of its capital spending activities as the primary potential indicators of impairment requiring an interim goodwill impairment test of its MOSFETs reporting unit.

An interim goodwill impairment test was

performed as of December 31, 2024.

As a result of the assessment, it was determined that the fair value of the MOSFETs reporting unit was less than its carrying value.

Accordingly, a goodwill impairment charge of $ 66,487 was recorded.

The goodwill impairment charge is noncash in nature and does not affect the Company’s liquidity, cash flows from operating

activities, or debt covenants, and will not have a material impact on future operations.

Prior to completing the interim assessment of goodwill for impairment, the Company performed a recoverability test of certain depreciable and amortizable

long-lived assets within the MOSFETs reporting unit.

We performed a qualitative annual impairment test in the fourth fiscal quarter of 2025.

Based on the evaluation, it was determined that the fair value

of the reporting units were not more likely than not less than their respective carrying amounts.

No goodwill impairment charges were recognized in 2025 as a result.

In 2024, the Company determined that the fair value of its MOSFETs reporting unit was less than its carrying value.

Accordingly, the Company recorded a

goodwill impairment charge of $ 66,487 .

Prior to completing the goodwill impairment assessment, the Company performed a recoverability

test of certain depreciable and amortizable long-lived assets within the MOSFETs reporting unit.

There was no impairment identified for the depreciable and amortizable long-lived assets tested for recoverability.

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Balance at December 31, 2023

Centerline acquisition

Purchase price allocation adjustment

Exchange rate effects

Balance at December 31, 2023

Newport acquisition

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Balance at December 31, 2024

Exchange rate effects

Balance at December 31, 2025

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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On July 6, 2010, Vishay completed the spin-off of its measurements and foil resistors businesses into an independent, publicly-traded company, Vishay Precision Group,

Vishay’s common stockholders received 1 share of VPG common stock for every 14 shares of Vishay common stock they held on the record

date, June 25, 2010, and Vishay’s Class B common stockholders received 1 share of VPG Class B common stock for every 14 shares of Vishay Class B common stock they held on the record date.

Vishay’s common stockholders received 1 share of VPG common stock for every 14 shares of Vishay common stock they held on

the record date, June 25, 2010, and Vishay’s Class B common stockholders received 1 share of VPG Class B common stock for every 14 shares of Vishay Class B common stock they held on the record date.

Following the spin-off, VPG is an independent company and Vishay retains no ownership interest.

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Vishay has no ownership interest in VPG.

However, Ruta Zandman solely or

on a shared basis with Marc Zandman and Ziv Shoshani, all of whom are members of Vishay's Board of Directors, control a large portion of the voting power of both Vishay and VPG.

Marc Zandman, Vishay’s Executive Chairman of the Board and an executive

officer of Vishay, serves on the Board of Directors of VPG.

Ziv Shoshani, CEO of VPG, serves as a director of Vishay.

Additionally, Timothy V.

Talbert, a member of Vishay’s Board of Directors is also a member of the Board of Directors of VPG.

However, Ruta Zandman, solely

or on a shared basis with Marc Zandman and Ziv Shoshani, control a large portion of the voting power of both Vishay and VPG.

Ruta Zandman and Marc Zandman are members of Vishay's Board of Directors.

Marc Zandman, Vishay's Executive Chairman of the

Board and an executive officer of Vishay, previously served on the VPG Board of Directors until his resignation, effective immediately before the election of directors at the VPG 2025 Annual Meeting of Stockholders.

Ziv Shoshani, CEO of VPG and a

nephew of Ruta Zandman and a brother of Roy Shoshani, Vishay's Executive Vice President - Chief Operating Officer - Semiconductors and Chief Technical Officer, previously served as a director on the Vishay Board of Directors until his resignation,

effective immediately before the election of directors at the Vishay 2025 Annual Meeting of Stockholders.

As of December 31, 2025, there are no common board members between Vishay and VPG.

In connection with the completion of the spin-off, Vishay and its subsidiaries entered into several agreements with VPG and its subsidiaries that govern the relationship

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The license cannot be terminated except as a result of willful misconduct or liquidation bankruptcy of VPG.

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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 9A. Controls and Procedures