VISHAY INTERTECHNOLOGY INC 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management's Discussion and Analysis ("MD&A") is intended to provide an understanding of Vishay's financial condition, results of operations and cash flows by focusing on changes in certain key measures from period to period. The MD&A should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in Item 1. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in our Annual Report on Form 10-K, particularly in Item 1A. "Risk Factors," filed with the Securities and Exchange Commission on February 13, 2026. Overview Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") 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, computing, consumer, telecommunications, military, aerospace, and healthcare markets. We operate in six segments based on product functionality: MOSFETs, Diodes, Optoelectronic Components, Resistors, Inductors, and Capacitors. Our goal is to enhance stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure. As we advance our Think Customer First organizational culture in 2026, we are focused on maintaining capacity readiness to fulfill rising demand, growing existing customer relationships, attracting new customer relationships, driving innovation, delivering new products and solutions, and expanding production in low cost countries to support our regional competitiveness. We are focused on realizing the full value of our broad product portfolio, becoming a customer-first company, and capitalizing on the mega trends of e-mobility, sustainability, and connectivity to drive top line growth, expand margins, and optimize stockholder returns. We are using eight strategic levers to achieve these goals. Our elevated capital expenditure levels over the past three years has positioned us with increased capacity to assure our customers of reliable supply as they scale production and to supply more part numbers to them. We are committed to completing our capacity expansion projects, but have modulated and will continue to modulate spending in response to order flow, timing of customer demand and qualification, changes in lead times for equipment, and increases in subcontractor capacity. For 2026, we plan to spend between $400 million to $440 million for capital expenditures, approximately half of which will be invested in our 12-inch wafer fab we are building in Itzehoe, Germany. In addition to enhancing stockholder value through growing our business, we continue to follow our Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. See further discussion in “Stockholder Return Policy” below. Our business and operating results have been and will continue to be impacted by worldwide economic conditions. Our revenues are dependent on end markets that are impacted by consumer and industrial demand, and our operating results can be adversely affected by reduced demand in those global markets. In this volatile economic environment, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the management, business processes, and resources to meet our future needs. We believe we can react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth. We believe we have sufficient liquidity to withstand temporary disruptions in the economic environment. We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating income, segment operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, change in average selling prices, net cash and short-term investments (debt), and free cash generation to evaluate the performance and assess the future direction of our business. See further discussion in “Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below. Nearly all key financial metrics increased versus the prior fiscal quarter and the prior year quarter. Net revenues increased versus the prior fiscal quarter and the prior year quarter primarily due to higher sales volume. Margins were positively impacted by higher sales volume and associated manufacturing efficiencies, which offset higher metals and materials costs. Backlog and book-to-bill increased due to higher order volume. 21 Net revenues for the fiscal quarter ended April 4, 2026 were $839.2 million, compared to $800.9 million and $715.2 million for the fiscal quarters ended December 31, 2025 and March 29, 2025, respectively. Net earnings for the fiscal quarter ended April 4, 2026 were $7.2 million, or $0.05 per diluted share, compared to net earnings of $1.0 million, or $0.01 per diluted share for the fiscal quarter ended December 31, 2025, and a net loss of $(4.1) million, or $(0.03) per share for the fiscal quarter ended March 29, 2025. Measures such as free cash and segment operating income are considered non-GAAP measures. We define free cash as the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of property and equipment. We define segment operating income as operating income excluding selling, general, and administrative costs of our global operations, sales and marketing, information systems, finance, and administrative groups, as well as restructuring and severance costs, goodwill impairments, and other items affecting comparability. The reconciliation of free cash is below. Note 10 to our consolidated condensed financial statements includes the reconciliation for segment operating income. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity. Non-GAAP measures such as free cash and segment operating income do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that free cash is a meaningful measure of our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. We utilize the free cash metric in defining our Stockholder Return Policy. Management uses segment operating income, along with segment gross profit, to make decisions, allocate resources, and assess performance of its operating segments. Although the term "free cash" is not defined in GAAP, each of the elements used to calculate free cash for the year-to-date period is presented as a line item on the face of our consolidated condensed statement of cash flows prepared in accordance with GAAP and the quarterly amounts are derived from the year-to-date GAAP statements as of the beginning and end of the respective quarter. Free cash results are as follows ( in thousands ) : Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net cash provided by continuing operating activities $ 63,669 $ 149,362 $ 16,098 Proceeds from sale of property and equipment 66 308 279 Less: Capital expenditures (110,661 ) (94,802 ) (61,569 ) Free cash $ (46,926 ) $ 54,868 $ (45,192 ) Our accelerated investments to expand capacity have positioned us to be able to better serve our customers and capture the early stages of upturns in end market demand. The long-term outlook for our business remains strong. 22 Recent Developments On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA ”) . The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs . There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. We continue to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations. Stockholder Return Policy In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. We intend to return such amounts to stockholders directly, in the form of dividends, or indirectly, in the form of stock repurchases. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations. For 2026, we expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy. The following table summarizes activity pursuant to this policy (in thousands): Fiscal quarters ended April 4, 2026 March 29, 2025 Dividends paid to stockholders $ 13,611 $ 13,562 Stock repurchases - 12,538 Total $ 13,611 $ 26,100 The structure of our Stockholder Return Policy enables us to allocate capital responsibly among our business, our lenders, and our stockholders. We will continue to invest in growth initiatives including key product line expansions, targeted R&D, and synergistic acquisitions. We have paid dividends each quarter since the first quarter of 2014, and t he Stockholder Return Policy will remain in effect until such time as the Board votes to amend or rescind the policy. Implementation of the Stockholder Return Policy is subject to future declarations of dividends by the Board of Directors, market and business conditions, legal requirements, and other factors. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations. 23 Financial Metrics We utilize several financial metrics to evaluate the performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, operating margin, segment operating income, segment operating margin, end-of-period backlog, and the book-to-bill ratio. We also monitor changes in inventory turnover and our or publicly available average selling prices (“ASP”). Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but also deducts certain other period costs, particularly losses on purchase commitments and inventory write-downs. Losses on purchase commitments and inventory write-downs have the impact of reducing gross profit margin in the period of the charge, but result in improved gross profit margins in subsequent periods by reducing costs of products sold as inventory is used. We also regularly evaluate gross profit by segment to assist in the analysis of consolidated gross profit. Gross profit margin and gross profit margin by segment are clearly a function of net revenues, but also reflect our cost management programs and our ability to contain fixed costs. Operating margin is computed as gross profit less operating expenses, expressed as a percentage of net revenues. Operating margin is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs. Our chief operating decision maker makes decisions, allocates resources, and evaluates business segment performance based on segment gross profit and segment operating income. Only dedicated, direct selling, general, and administrative ("SG&A") expenses of the segments are included in the calculation of segment operating income. We do not allocate certain SG&A expenses that are managed at the regional or corporate global level to our segments. Accordingly, segment operating income does not include these SG&A expenses that are not directly traceable to the segments. Segment operating income also would not include costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, goodwill impairment charges, and other items affecting comparability. Segment operating income is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs. Segment operating margin is segment operating income expressed as a percentage of net revenues. End-of-period backlog is one indicator of future revenues. We include in our backlog only open orders that we expect to ship in the next twelve months. If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, the backlog is not necessarily indicative of the results to be expected for future periods. An important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period as compared with the product that we ship during that period. A book-to-bill ratio that is greater than one indicates that our backlog is building and that we are likely to see increasing revenues in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of declining demand and may foretell declining revenues. We focus on our inventory turnover as a measure of how well we are managing our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each fiscal quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital. Pricing in our industry can be volatile. Using our and publicly available data, we analyze trends and changes in average selling prices to evaluate likely future pricing. The erosion of average selling prices of established products is typical for semiconductor products. We attempt to offset this deterioration with ongoing cost reduction activities and new product introductions. Our specialty passive components are more resistant to average selling price erosion. All pricing is subject to governing market conditions and is independently set by us. 24 The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026 (dollars in thousands) : 1st Quarter 2025 2nd Quarter 2025 3rd Quarter 2025 4th Quarter 2025 1st Quarter 2026 Net revenues $ 715,236 $ 762,250 $ 790,640 $ 800,922 $ 839,242 Gross profit margin 19.0 % 19.5 % 19.5 % 19.6 % 21.0 % Operating margin (1) 0.1 % 2.9 % 2.4 % 1.8 % 2.6 % End-of-period backlog $ 1,124,300 $ 1,174,900 $ 1,152,700 $ 1,314,100 $ 1,592,300 Book-to-bill ratio 1.08 1.02 0.97 1.20 1.34 Inventory turnover 3.3 3.3 3.3 3.4 3.4 Change in ASP vs. prior quarter (1.3 )% 0.0 % (0.3 )% (0.3 )% (1.1 )% _________________________________________ (1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency. See “Financial Metrics by Segment” below for net revenues, book-to-bill ratio, and gross profit margin broken out by segment. Revenues increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume. The book-to-bill ratio and backlog increased versus the prior fiscal quarter and prior year quarter due to higher order levels. We continue to increase capacity for critical product lines. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter. Gross profit margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to higher sales volume and associated manufacturing efficiencies, which offset higher metals and materials costs. 25 Financial Metrics by Segment The following table shows net revenues, book-to-bill ratio, gross profit margin, and segment operating margin broken out by segment for the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026 (dollars in thousands) : 1st Quarter 2025 2nd Quarter 2025 3rd Quarter 2025 4th Quarter 2025 1st Quarter 2026 MOSFETs Net revenues $ 142,113 $ 148,633 $ 167,133 $ 172,584 $ 173,991 Book-to-bill ratio 1.32 1.00 0.86 1.48 1.57 Gross profit margin 8.2 % 6.3 % 10.1 % 13.8 % 12.9 % Segment operating margin (6.1 )% (9.7 )% (3.8 )% (0.5 )% 0.8 % Diodes Net revenues $ 140,963 $ 147,942 $ 149,628 $ 154,224 $ 163,669 Book-to-bill ratio 0.99 0.93 1.07 1.09 1.35 Gross profit margin 19.9 % 20.0 % 20.3 % 20.3 % 21.3 % Segment operating margin 15.0 % 15.0 % 15.2 % 15.3 % 15.8 % Optoelectronic Components Net revenues $ 51,168 $ 54,119 $ 55,590 $ 55,674 $ 58,875 Book-to-bill ratio 0.90 1.05 0.93 1.12 1.48 Gross profit margin 20.9 % 23.2 % 22.9 % 15.0 % 18.6 % Segment operating margin 10.6 % 12.6 % 12.9 % 4.5 % 8.0 % Resistors Net revenues $ 179,500 $ 194,769 $ 195,707 $ 189,367 $ 203,743 Book-to-bill ratio 1.00 0.91 0.92 1.05 1.26 Gross profit margin 22.5 % 22.8 % 20.1 % 19.4 % 22.0 % Segment operating margin 17.4 % 17.9 % 15.3 % 14.3 % 16.8 % Inductors Net revenues $ 84,121 $ 95,675 $ 91,990 $ 92,588 $ 92,225 Book-to-bill ratio 1.02 0.91 0.99 1.07 1.31 Gross profit margin 20.9 % 28.0 % 30.7 % 29.8 % 31.8 % Segment operating margin 16.5 % 24.0 % 26.6 % 25.4 % 27.4 % Capacitors Net revenues $ 117,371 $ 121,112 $ 130,592 $ 136,485 $ 146,739 Book-to-bill ratio 1.13 1.40 1.07 1.30 1.13 Gross profit margin 23.2 % 21.5 % 20.1 % 21.3 % 23.4 % Segment operating margin 17.5 % 16.3 % 15.2 % 16.6 % 18.7 % 26 Results of Operations Statements of operations’ captions as a percentage of net revenues and the effective tax rates were as follows: Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Cost of products sold 79.0 % 80.4 % 81.0 % Gross profit 21.0 % 19.6 % 19.0 % Selling, general & administrative expenses 18.4 % 17.7 % 18.8 % Operating income 2.6 % 1.8 % 0.1 % Income (loss) before taxes 1.5 % 0.7 % (0.6 )% Net earnings (loss) 0.9 % 0.1 % (0.6 )% ________ Effective tax rate 44.3 % 82.3 % 3.2 % Net Revenues Net revenues were as follows (dollars in thousands) : Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 839,242 $ 800,922 $ 715,236 The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 38,320 4.8 % March 29, 2025 $ 124,006 17.3 % Changes in net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 5.8 % 14.4 % Decrease in average selling prices (1.1 )% (0.8 )% Foreign currency effects 0.2 % 3.9 % Other (0.1 )% (0.2 )% Net change 4.8 % 17.3 % We continued to see improving market conditions in the first fiscal quarter of 2026, resulting in revenue growth driven primarily by higher sales volume. This represents an improvement from most of 2025 when we experienced distribution customers digesting high channel inventories. The long-term prospects of our business remain favorable. We continue to increase manufacturing capacities for critical product lines. Gross Profit Margins Gross profit margins for the fiscal quarter ended April 4, 2026 were 21.0%, versus 19.6% and 19.0% for the comparable prior fiscal quarter and prior year period, respectively. Gross profit margin increased versus the prior fiscal quarter and prior year quarter primarily due to higher sales volume and associated manufacturing efficiencies, which offset higher metals and materials costs. 27 Segments Analysis of revenues and margins for our segments is provided below. MOSFETs Net revenues, gross profit margins, and segment operating margins of the MOSFETs segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 173,991 $ 172,584 $ 142,113 Gross profit margin 12.9 % 13.8 % 8.2 % Segment operating margin 0.8 % (0.5 )% (6.1 )% The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 1,407 0.8 % March 29, 2025 $ 31,878 22.4 % Changes in MOSFETs segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 1.4 % 26.8 % Decrease in average selling prices (0.8 )% (5.2 )% Foreign currency effects 0.1 % 2.3 % Other 0.1 % (1.5 )% Net change 0.8 % 22.4 % Net revenues of the MOSFETs segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, customers in the industrial and telecommunications end markets, and customers in the Europe region, partially offset by decreased sales to distribution customers, customers in the computing end market, and customers in the Asia region due to Lunar New Year. The increase versus the prior year quarter is due to increased sales to customers in all sales channels, end markets, and regions, most significantly OEM and distribution customers, customers in the automotive and industrial end markets, and customers in the Asia and Europe regions. Gross profit margin decreased versus the prior fiscal quarter, but increased versus the prior year quarter. The decrease versus the prior fiscal quarter is primarily due to lower average selling prices. The increase versus the prior year quarter is primarily due to higher sales volume, partially offset by lower average selling prices and higher metals costs. Segment operating margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to changes in gross profit and decreased segment SG&A expenses associated with the Newport wafer fab. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter. We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines. We plan to use the Newport wafer fab, acquired in 2024, to further develop and scale our SiC MOSFETs and diodes capabilities. We are also committed to building a 12-inch wafer fab in Itzehoe, Germany. These are long-term investments which were not expected to generate significant income or cash flows in the near-term, but should greatly enhance the long-term position of our MOSFETs business. 28 Diodes Net revenues, gross profit margins, and segment operating margins of the Diodes segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 163,669 $ 154,224 $ 140,963 Gross profit margin 21.3 % 20.3 % 19.9 % Segment operating margin 15.8 % 15.3 % 15.0 % The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 9,445 6.1 % March 29, 2025 $ 22,706 16.1 % Changes in Diodes segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 8.4 % 14.4 % Decrease in average selling prices (2.1 )% (1.1 )% Foreign currency effects 0.1 % 3.2 % Other (0.3 )% (0.4 )% Net change 6.1 % 16.1 % Net revenues of the Diodes segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive end market customers, and customers in the Europe region. The increase versus the prior year quarter is primarily to due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly OEM customers, customers in the industrial and automotive end markets, and customers in the Europe region. Gross profit margin increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter were primarily due to higher sales volume, partially offset by lower average selling prices. Segment operating margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to changes in gross profit. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter. 29 O ptoelectronic Components Net revenues, gross profit margins, and segment operating margins of the Optoelectronic Components segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 58,875 $ 55,674 $ 51,168 Gross profit margin 18.6 % 15.0 % 20.9 % Segment operating margin 8.0 % 4.5 % 10.6 % The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 3,201 5.7 % March 29, 2025 $ 7,707 15.1 % Changes in Optoelectronic Components segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 6.6 % 12.0 % Decrease in average selling prices (1.1 )% (2.1 )% Foreign currency effects 0.3 % 5.6 % Other (0.1 )% (0.4 )% Net change 5.7 % 15.1 % Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Europe region. The increase versus the prior year quarter is primarily to due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly distribution customers, customers in the industrial end market, and customers in the Europe region. Gross margin increased versus the prior fiscal quarter, but decreased versus the prior year quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume and the positive impact of increased inventory. The decrease versus the prior year quarter is primarily due to lower average selling prices and unfavorable product mix, partially offset by higher sales volume. Segment operating margin increased versus the prior fiscal quarter, but decreased versus the prior year quarter. The changes are primarily due to changes in gross profit. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter. 30 Resistors Net revenues, gross profit margins, and segment operating margins of the Resistors segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 203,743 $ 189,367 $ 179,500 Gross profit margin 22.0 % 19.4 % 22.5 % Segment operating margin 16.8 % 14.3 % 17.4 % The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 14,376 7.6 % March 29, 2025 $ 24,243 13.5 % Changes in Resistors segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 7.7 % 6.5 % Change in average selling prices (0.4 )% 2.2 % Foreign currency effects 0.2 % 4.6 % Other 0.1 % 0.2 % Net change 7.6 % 13.5 % Net revenues of the Resistors segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily to due to increased sales to distribution customers, customers in the industrial, automotive, and military and aerospace end markets, and customers in the Europe region. The increase versus the prior year quarter is primarily due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly distribution customers and industrial end market customers. Gross profit margin increased versus the prior fiscal quarter, but decreased versus the prior year quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume, partially offset by higher metals costs. The decrease versus the prior year quarter is primarily due to higher labor, materials, and metals costs and unfavorable product mix, partially offset by higher sales volume. Segment operating margin increased versus the prior fiscal quarter, but decreased versus the prior year quarter. The changes are primarily due to changes in gross profit. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter, but increased versus the prior year quarter. We are increasing critical manufacturing capacities for certain product lines. We continue to broaden our business with targeted acquisitions of specialty resistors businesses. 31 Inductors Net revenues, gross profit margins, and segment operating margins of the Inductors segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 92,225 $ 92,588 $ 84,121 Gross profit margin 31.8 % 29.8 % 20.9 % Segment operating margin 27.4 % 25.4 % 16.5 % The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ (363 ) (0.4 )% March 29, 2025 $ 8,104 9.6 % Changes in Inductors segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 2.2 % 9.0 % Decrease in average selling prices (2.6 )% (1.2 )% Foreign currency effects 0.1 % 1.9 % Other (0.1 )% (0.1 )% Net change (0.4 )% 9.6 % Net revenues of the Inductors segment were flat versus the prior fiscal quarter, but increased versus the prior year quarter. The increase versus the prior year quarter is primarily due to increased sales to distribution customers, customers in the healthcare and military and aerospace end markets, and customers in the Asia and Americas regions. Gross profit margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to higher sales volume, lower logistics costs, and higher yield. Segment operating margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to changes in gross profit. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter. We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating acquisition opportunities, particularly of specialty businesses. 32 Capacitors Net revenues, gross profit margins, and segment operating margins of the Capacitors segment were as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Net revenues $ 146,739 $ 136,485 $ 117,371 Gross profit margin 23.4 % 21.3 % 23.2 % Segment operating margin 18.7 % 16.6 % 17.5 % The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) : Fiscal quarter ended April 4, 2026 Change in net revenues % change December 31, 2025 $ 10,254 7.5 % March 29, 2025 $ 29,368 25.0 % Changes in Capacitors segment net revenues were attributable to the following: vs. Prior Quarter vs. Prior Year Quarter Change attributable to: Increase in volume 7.7 % 16.4 % Change in average selling prices (0.2 )% 1.8 % Foreign currency effects 0.3 % 6.6 % Other (0.3 )% 0.2 % Net change 7.5 % 25.0 % Net revenues of the Capacitors segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, customers in the military and aerospace end market, and customers in the Europe and Americas regions, partially offset by decreased sales to customers in the Asia region due to Lunar New Year. The increase versus the prior year quarter is primarily due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly distribution customers, industrial end market customers, and customers in the Asia and Americas regions. Gross profit margin increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume, partially offset by unfavorable product mix. The increase versus the prior year quarter is primarily due to higher sales volume and higher average selling prices. Segment operating margin increased versus the prior fiscal quarter and prior year quarter. The increases are primarily due to changes in gross profit. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter, but increased versus the prior year quarter. A large portion of expected growth of our Capacitors segment is in high voltage high power film capacitors used for smart-grid infrastructure projects. 33 Selling, General, and Administrative Expenses Selling, general, and administrative expenses are summarized as follows (dollars in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 March 29, 2025 Total SG&A expenses $ 154,488 $ 141,999 $ 134,739 as a percentage of revenues 18.4 % 17.7 % 18.8 % We are incurring additional SG&A costs associated with our strategic initiatives. The sequential increase in SG&A expenses is primarily due to uneven attribution of stock-based compensation expense and higher bonus compensation accruals. SG&A expenses increased versus the prior year quarter due to higher stock-based compensation expense and general cost inflation. Other Income (Expense) Interest expense for the fiscal quarter ended April 4, 2026 increased by $0.2 million versus the fiscal quarter ended December 31, 2025 and $1.2 million versus the fiscal quarter ended March 29, 2025. The increases are due to higher outstanding balances on our revolving credit facility. The following tables analyze the components of the line “Other” on the consolidated condensed statements of operations (in thousands): Fiscal quarters ended April 4, 2026 December 31, 2025 Change Foreign exchange loss $ (586 ) $ (506 ) $ (80 ) Interest income 3,038 2,753 285 Other components of net periodic pension expense (1,919 ) (2,442 ) 523 Investment income (expense) 170 (111 ) 281 Other (2 ) 843 (845 ) $ 701 $ 537 $ 164 Fiscal quarters ended April 4, 2026 March 29, 2025 Change Foreign exchange gain (loss) $ (586 ) $ 1,329 $ (1,915 ) Interest income 3,038 3,877 (839 ) Other components of net period pension expense (1,919 ) (1,697 ) (222 ) Investment income 170 261 (91 ) Other (2 ) (23 ) 21 $ 701 $ 3,747 $ (3,046 ) 34 Income Taxes For the fiscal quarter ended April 4, 2026, our effective tax rate was 44.3%, as compared to 82.3% and 3.2% for the fiscal quarters ended December 31, 2025 and March 29, 2025, respectively. We expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions, even at higher levels of pre-tax income. We continue to evaluate the applicability of Pillar Two to our group, the timing of enactment and effective dates by jurisdiction, and the potential impacts on our effective tax rate, cash taxes, and related income tax disclosures. We operate in a global environment with significant operations in various locations outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting our earnings and the applicable tax rates in the various locations where we operate. Part of our historical strategy has been to achieve cost savings through the transfer and expansion of manufacturing operations to countries where we can take advantage of lower labor costs and available tax and other government-sponsored incentives. Additional information about income taxes is included in Note 3 to our consolidated condensed financial statements. 35 Financial Condition, Liquidity, and Capital Resources Our financial condition as of April 4, 2026 is adequate to meet our capital expenditure and other growth plans. We have historically been a strong generator of operating cash flows. The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder Return Policy, and to reduce debt levels. Management uses a non-GAAP measure, "free cash," to evaluate our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. See "Overview" above for "free cash" definition and reconciliation to GAAP. Cash flows provided by operating activities were $63.7 million for the three fiscal months ended April 4, 2026, as compared to cash flows provided by operations of $16.1 million for the three fiscal months ended March 29, 2025. In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026: Fiscal quarters ended 1st Quarter 2025 2nd Quarter 2025 3rd Quarter 2025 4th Quarter 2025 1st Quarter 2026 Days sales outstanding ("DSO") (a) 53 53 53 48 41 Days inventory outstanding ("DIO") (b) 110 109 108 107 106 Days payable outstanding ("DPO") (c) (34 ) (32 ) (31 ) (30 ) (31 ) Cash conversion cycle 129 130 130 125 116 a) DSO measures the average collection period of our receivables. DSO is calculated by dividing the average accounts receivable by the average net revenue per day for the respective fiscal quarter. b) DIO measures the average number of days from procurement to sale of our product. DIO is calculated by dividing the average inventory by average cost of goods sold per day for the respective fiscal quarter. c) DPO measures the average number of days our payables remain outstanding before payment. DPO is calculated by dividing the average accounts payable by the average cost of goods sold per day for the respective fiscal quarter. The cash conversion cycle improved to 116 days in the first fiscal quarter of 2026, reflecting our sale of an additional $63.1 million trade receivables and disciplined working capital management. Cash paid for property and equipment for the three fiscal months ended April 4, 2026 was $110.7 million, as compared to $61.6 million for the three fiscal months ended March 29, 2025. To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term. Our elevated capital expenditure levels over the past three years have positioned us with increased capacity to assure our customers of reliable supply as they scale production and to supply more part numbers to them. We are committed to completing our capacity expansion projects, but have modulated and will continue to modulate spending in response to order flow, timing of customer demand and qualification, changes in lead times for equipment, and increases in subcontractor capacity. For 2026, we plan to spend between $400 million to $440 million for capital expenditures, approximately half of which will be invested in our 12-inch wafer fab we are building in Itzehoe, Germany. Free cash flow for the three fiscal months ended April 4, 2026 decreased slightly versus the three fiscal months ended March 29, 2025. Free cash flow for the three fiscal months ended April 4, 2026 was negatively impacted by a high level of capital expenditures. We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels of free cash. There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens. In 2022, our 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. See “Stockholder Return Policy” above for additional information. The following table summarizes the components of net cash and short-term investments (debt) at April 4, 2026 and December 31, 2025 (in thousands) : April 4, 2026 December 31, 2025 Credit facility $ 250,000 $ 219,000 Convertible senior notes, due 2030 750,000 750,000 Deferred financing costs (16,910 ) (18,107 ) Total debt 983,090 950,893 Cash and cash equivalents 479,357 514,966 Short-term investments 191 265 Net cash and short-term investments (debt) $ (503,542 ) (435,662 ) 36 "Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP. This measure should not be viewed as an alternative to GAAP measures of performance or liquidity. However, management believes that an analysis of "net cash and short-term investments (debt)" assists investors in understanding aspects of our cash and debt management. The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies. We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we classify as short-term investments on our consolidated condensed balance sheets. As these investments were funded using a portion of excess cash and represent a significant aspect of our cash management strategy, we include the investments in the calculation of net cash and short-term investments (debt). The interest rates on our short-term investments vary by location. Transactions related to these investments are classified as investing activities on our consolidated condensed statements of cash flows. Our business is geographically diverse and our cash is generated by our subsidiaries around the world. Cash dividends to stockholders, share repurchases, and principal and interest payments on our debt instruments need to be paid by the U.S. parent company, Vishay Intertechnology, Inc. We continue to allocate capital responsibly between our business, our lenders, and our stockholders. The capital allocated to our business is further allocated between our subsidiaries to meet local operating cash needs, to fund capital expenditures as part of our growth plan, and to meet corporate funding needs while also aiming to minimize our tax expense. As of April 4, 2026, $13.6 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries. As of April 4, 2026, we are in a net borrowing position in the U.S. and we expect to continue to be at least throughout 2026 based on expected cash payments pursuant to our Stockholder Return Policy and funding of our growth plan. As of April 4, 2026, we have approximately $561 million of earnings that are deemed not indefinitely reinvested, primarily in Germany and Israel. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $81 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings. Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense. We also have amounts of unremitted foreign earnings, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts. Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash. Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant. Our undrawn credit facility provides us with adequate operating liquidity in the United States. Upon successful completion of our growth plan, we expect to generate increasingly higher levels of free cash that will be sufficient to meet our long-term financing needs related to normal operating requirements, regular dividend payments, and share repurchases pursuant to our Stockholder Return Policy, while allowing us to manage our repatriation and financing activities to minimize tax and interest expense. During the current period of intensified capital expenditures to achieve our growth plans, we are considering a combination of additional and alternative sources of financing, such as the agreements to sell up to approximately $150 million of accounts receivable on a revolving basis that we initiated in 2025, and our cash on hand to fund a portion of the capital expenditures that would conserve cash for future acquisitions while enabling us to minimize tax expense. We maintain a $750 million revolving credit agreement with a consortium of banks led by JPMorgan Chase Bank, N.A., that matures on May 8, 2028. The maximum amount available on the revolving credit facility is restricted by the financial covenants described below. The credit facility also provides us the ability to request up to $300 million of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt. Pursuant to the credit facility, the financial maintenance covenants include (a) an interest coverage ratio of not less than 3.25 to 1; and (b) a net leverage ratio of not more than 3.25 to 1 (and a pro forma ratio of 3.00 to 1 on the date of incurrence of additional debt). Net leverage ratio reduces the measure of outstanding debt by up to $250 million of unrestricted cash. The credit facility limits or restricts us from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming our pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming our pro forma net leverage ratio is greater than 2.50 to 1.00). We were in compliance with all financial covenants under the credit facility at April 4, 2026. Our interest coverage ratio and net leverage ratio were 9.70 to 1 and 2.34 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections. The usable capacity on the credit facility is approximately $307 million as of April 4, 2026. 37 If we are not in compliance with all of the required financial covenants, the credit facility could be terminated by the lenders, and any amounts then outstanding pursuant to the credit facility could become immediately payable. Additionally, our convertible senior notes due 2030 have cross-default provisions that could accelerate repayment in the event the indebtedness under the credit facility is accelerated. Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin. Based on our current total leverage ratio of 3.07 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum. The borrowings under the credit facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain subsidiaries; and are guaranteed by certain significant subsidiaries. We had $219 million outstanding on our revolving credit facility at December 31, 2025 and $250 million outstanding at April 4, 2026. We borrowed $203 million and repaid $172 million on the revolving credit facility during the three fiscal months ended April 4, 2026. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $259 million and the highest amount outstanding at a fiscal month end was $271 million during the three fiscal months ended April 4, 2026. We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our credit facility. We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs. Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt. No principal payments on our debt are due until 2028. The convertible senior notes due 2030 are not currently convertible. Pursuant to the indenture governing the convertible senior notes due 2030, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in cash or shares of our common stock. We intend to finance the principal amount of any converted notes using borrowings under our credit facility. No conversions have occurred to date. 38 Safe Harbor Statement From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should,” or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; manufacturing or supply chain interruptions or changes in customer demand (including due to political, economic, and health instability and military conflicts and hostilities); an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same; changes in U.S. and foreign trade regulations and tariffs and uncertainty regarding the same; volatility in prices for metals and materials; changes in applicable accounting standards and other factors affecting our operations, markets, capacity to meet demand, products, services, and prices that are set forth in our filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Our 2025 Annual Report on Form 10-K listed various important factors that could cause actual results to differ materially from projected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Risk Factors.” You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.