VISHAY INTERTECHNOLOGY INC 10-Q

Item 1. Financial Statements VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (Unaudited - In thousands) July 4, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 1,297,309 $ 514,966 Short-term investments 5,263 265 Accounts receivable, net 393,373 381,802 Inventories: Finished goods 184,960 182,444 Work in process 360,965 331,347 Raw materials 261,186 245,412 Total inventories 807,111 759,203 Prepaid expenses and other current assets 221,811 231,004 Total current assets 2,724,867 1,887,240 Property and equipment, at cost: Land 85,711 86,399 Buildings and improvements 841,294 839,856 Machinery and equipment 3,505,644 3,477,884 Construction in progress 558,131 464,475 Allowance for depreciation ( 3,241,135 ) ( 3,195,455 ) Property and equipment, net 1,749,645 1,673,159 Right of use assets 122,630 119,746 Deferred income taxes 190,381 183,016 Goodwill 180,027 180,390 Other intangible assets, net 71,266 78,487 Other assets 117,550 112,122 Total assets $ 5,156,366 $ 4,234,160 Continues on following page. 4 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (continued) (Unaudited - In thousands) July 4, 2026 December 31, 2025 Liabilities and equity Current liabilities: Trade accounts payable $ 237,482 $ 214,984 Payroll and related expenses 179,479 164,114 Lease liabilities 28,241 26,546 Other accrued expenses 310,238 300,031 Income taxes 18,757 14,751 Current portion of long-term debt 737,744 - Total current liabilities 1,511,941 720,426 Long-term debt less current portion 234,543 950,893 Deferred income taxes 97,488 96,818 Long-term lease liabilities 96,583 95,799 Other liabilities 136,668 109,228 Accrued pension and other postretirement costs 166,246 172,723 Total liabilities 2,243,469 2,145,887 Stockholders' equity: Common stock, par value $ 0.10 per share: authorized - 300,000,000 shares; 141,281,885 and 123,498,190 shares issued 14,129 12,351 Class B convertible common stock, par value $ 0.10 per share: authorized - 40,000,000 shares; 12,097,148 shares issued 1,210 1,210 Capital in excess of par value 1,945,629 1,101,086 Retained earnings 900,268 892,232 Accumulated other comprehensive income 51,661 81,394 Total equity $ 2,912,897 $ 2,088,273 Total liabilities and equity $ 5,156,366 $ 4,234,160 See accompanying notes. 5 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Operations (Unaudited - In thousands, except per share amounts) Fiscal quarters ended July 4, 2026 June 28, 2025 Net revenues $ 888,575 $ 762,250 Costs of products sold 681,193 613,567 Gross profit 207,382 148,683 Selling, general, and administrative expenses 153,856 126,565 Operating income 53,526 22,118 Other income (expense): Interest expense ( 10,333 ) ( 10,588 ) Other ( 794 ) 747 Total other income (expense) ( 11,127 ) ( 9,841 ) Income before taxes 42,399 12,277 Income tax expense 14,275 10,273 Net earnings $ 28,124 $ 2,004 Basic earnings per share $ 0.21 $ 0.01 Diluted earnings per share $ 0.19 $ 0.01 Weighted average shares outstanding - basic 136,824 135,702 Weighted average shares outstanding - diluted 147,901 136,167 Cash dividends per share $ 0.10 $ 0.10 See accompanying notes. 6 VISHAY INTERTECHNOLOGY, INC. Consolidated Statements of Comprehensive Income (Unaudited - In thousands) Fiscal quarters ended July 4, 2026 June 28, 2025 Net earnings $ 28,124 $ 2,004 Other comprehensive income (loss), net of tax Pension and other post-retirement actuarial items 328 138 Foreign currency translation adjustment ( 15,688 ) 68,575 Other comprehensive income (loss) ( 15,360 ) 68,713 Comprehensive income $ 12,764 $ 70,717 See accompanying notes. 7 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Operations (Unaudited - In thousands, except per share amounts) Six fiscal months ended July 4, 2026 June 28, 2025 Net revenues $ 1,727,817 $ 1,477,486 Costs of products sold 1,343,823 1,193,249 Gross profit 383,994 284,237 Selling, general, and administrative expenses 308,344 261,304 Operating income 75,650 22,933 Other income (expense): Interest expense ( 20,306 ) ( 19,378 ) Other ( 93 ) 4,494 Total other income (expense) ( 20,399 ) ( 14,884 ) Income before taxes 55,251 8,049 Income tax expense 19,963 10,137 Net earnings (loss) $ 35,288 $ ( 2,088 ) Basic earnings (loss) per share $ 0.26 $ ( 0.02 ) Diluted earnings (loss) per share $ 0.25 $ ( 0.02 ) Weighted average shares outstanding - basic 136,428 135,750 Weighted average shares outstanding - diluted 142,680 135,750 Cash dividends per share $ 0.20 $ 0.20 See accompanying notes. 8 VISHAY INTERTECHNOLOGY, INC. Consolidated Statements of Comprehensive Income (Unaudited - In thousands) Six fiscal months ended July 4, 2026 June 28, 2025 Net earnings (loss) $ 35,288 $ ( 2,088 ) Other comprehensive income (loss), net of tax Pension and other post-retirement actuarial items 667 440 Foreign currency translation adjustment ( 30,400 ) 99,477 Other comprehensive income (loss) ( 29,733 ) 99,917 Comprehensive income $ 5,555 $ 97,829 See accompanying notes. 9 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Cash Flows (Unaudited - In thousands) Six fiscal months ended July 4, 2026 June 28, 2025 Operating activities Net earnings (loss) $ 35,288 $ ( 2,088 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization 114,328 109,743 Loss on disposal of property and equipment 24 73 Inventory write-offs for obsolescence 21,883 17,456 Deferred income taxes ( 6,069 ) ( 6,034 ) Stock compensation expense 20,056 11,736 Other 79 ( 3,606 ) Change in U.S. transition liability - ( 47,027 ) Change in repatriation tax liability ( 2,000 ) ( 9,375 ) Net change in operating assets and liabilities ( 14,561 ) ( 63,571 ) Net cash provided by operating activities 169,028 7,307 Investing activities Capital expenditures ( 205,862 ) ( 126,167 ) Proceeds from sale of property and equipment 221 494 Purchase of short-term investments ( 5,260 ) ( 28,481 ) Maturity of short-term investments 262 39,400 Other investing activities ( 381 ) ( 661 ) Net cash used in investing activities ( 211,020 ) ( 115,415 ) Financing activities Proceeds from follow-on public offering, net of underwriting discounts and issuance costs 830,250 - Principal payments on long-term debt - ( 41,911 ) Net proceeds from revolving credit facility 19,000 49,000 Dividends paid to common stockholders ( 24,805 ) ( 24,700 ) Dividends paid to Class B common stockholders ( 2,419 ) ( 2,419 ) Repurchase of common stock - ( 12,538 ) Cash withholding taxes paid when shares withheld for vested equity awards ( 4,013 ) ( 3,957 ) Other financing activities 10,000 10,078 Net cash provided by (used in) financing activities 828,013 ( 26,447 ) Effect of exchange rate changes on cash and cash equivalents ( 3,678 ) 18,129 Net increase (decrease) in cash and cash equivalents 782,343 ( 116,426 ) Cash and cash equivalents at beginning of period 514,966 590,286 Cash and cash equivalents at end of period $ 1,297,309 $ 473,860 See accompanying notes. 10 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Equity (Unaudited - In thousands, except share and per share amounts) Class B Capital in Accumulated Other Convertible Excess of Comprehensive Common Stock Common Stock Par Value Retained Earnings Treasury Stock Income (Loss) Total Equity Balance at December 31, 2024 $ 13,361 $ 1,210 $ 1,306,245 $ 955,500 $ ( 212,062 ) $ ( 35,292 ) $ 2,028,962 Net earnings (loss) - - - ( 4,092 ) - - ( 4,092 ) Other comprehensive income - - - - - 31,204 31,204 Issuance of stock and related tax withholdings for vested restricted stock units ( 506,430 shares) 50 - ( 3,943 ) - - - ( 3,893 ) Dividends declared ($ 0.10 per share) - - 13 ( 13,575 ) - - ( 13,562 ) Stock compensation expense - - 6,051 - - - 6,051 Repurchase of common stock held in treasury ( 728,560 shares) - - - - ( 12,538 ) - ( 12,538 ) Balance at March 29, 2025 $ 13,411 $ 1,210 $ 1,308,366 $ 937,833 $ ( 224,600 ) $ ( 4,088 ) $ 2,032,132 Net earnings - - - 2,004 - - 2,004 Other comprehensive income - - - - - 68,713 68,713 Issuance of stock and related tax withholdings for vested restricted stock units ( 35,366 shares) 4 - ( 68 ) - - - ( 64 ) Dividends declared ($ 0.10 per share) - - 13 ( 13,570 ) - - ( 13,557 ) Stock compensation expense - - 5,685 - - - 5,685 Other - - 70 - 8 - 78 Balance at June 28, 2025 $ 13,415 $ 1,210 $ 1,314,066 $ 926,267 $ ( 224,592 ) $ 64,625 $ 2,094,991 Balance at December 31, 2025 $ 12,351 $ 1,210 $ 1,101,086 $ 892,232 $ - $ 81,394 $ 2,088,273 Net earnings - - - 7,164 - - 7,164 Other comprehensive income (loss) - - - - - ( 14,373 ) ( 14,373 ) Issuance of stock and related tax withholdings for vested restricted stock units ( 509,897 shares) 51 - ( 3,912 ) - - - ( 3,861 ) Dividends declared ($ 0.10 per share) - - 14 ( 13,625 ) - - ( 13,611 ) Stock compensation expense - - 12,273 - - - 12,273 Balance at April 4, 2026 $ 12,402 $ 1,210 $ 1,109,461 $ 885,771 $ - $ 67,021 $ 2,075,865 Net earnings - - - 28,124 - - 28,124 Other comprehensive income (loss) - - - - - ( 15,360 ) ( 15,360 ) Issuance of stock from follow-on public offering, net of underwriting discounts and issuance costs ( 17,250,000 shares) 1,725 - 828,525 - - - 830,250 Issuance of stock and related tax withholdings for vested restricted stock units ( 23,798 shares) 2 - ( 154 ) - - - ( 152 ) Dividends declared ($ 0.10 per share) - - 14 ( 13,627 ) - - ( 13,613 ) Stock compensation expense - - 7,783 - - - 7,783 Balance at July 4, 2026 $ 14,129 $ 1,210 $ 1,945,629 $ 900,268 $ - $ 51,661 $ 2,912,897 See accompanying notes. 11 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1 – Basis of Presentation The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. The financial statements should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the fiscal quarter and six fiscal months ended July 4, 2026 are not necessarily indicative of the results to be expected for the full year. The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter, which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31. The four fiscal quarters in 2026 end on April 4, 2026, July 4, 2026, October 3, 2026, and December 31, 2026, respectively. The four fiscal quarters in 2025 ended on March 29, 2025, June 28, 2025, September 27, 2025, and December 31, 2025, respectively. Accounts Receivable The Company sells certain of its non-U.S. accounts receivable on a non-recourse basis to third-party financial institutions. These transactions are recognized as sales of receivables because effective control over, and risk related to, the receivables is transferred to the buyers. The Company had $ 140,873 and $ 62,175 outstanding on its revolving accounts receivable securitization program as of July 4, 2026 and December 31, 2025, respectively. The cash proceeds are presented as cash provided by operating activities in the consolidated condensed 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. Recently Adopted Accounting Guidance 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 the 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 Company elected the practical expedient made available by the ASU. The adoption of the ASU did 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 prospectively adopted the ASU effective January 1, 2026. The adoption of the ASU did not impact the Company's financial position, results of operations, or cash flows. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation. Note 2 – 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 following table summarizes activity to date related to this program: Expense recorded in 2024 $ 40,614 Utilized ( 8,734 ) Foreign currency translation ( 1,292 ) Balance at December 31, 2024 $ 30,588 Utilized ( 15,268 ) Foreign currency translation 2,106 Balance at December 31, 2025 $ 17,426 Utilized ( 8,871 ) Foreign currency translation ( 7 ) Balance at July 4, 2026 $ 8,548 Severance payment terms vary by country, but are generally paid in a lump sum at cessation of employment. Some payments are made over an extended period. Substantially all of the liability is current and is included in other accrued expenses in the accompanying consolidated condensed balance sheets. 12 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 3 – Income Taxes The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the periods ended July 4, 2026 and June 28, 2025 reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. During the six fiscal months ended July 4, 2026, the liabilities for unrecognized tax benefits increased $ 261 on a net basis, primarily accruals for the current period, partially offset by settlements and expiration of statutes. Note 4 – Long-Term Debt Long-term debt consists of the following: July 4, 2026 December 31, 2025 Credit facility $ 238,000 $ 219,000 Convertible senior notes, due 2030 750,000 750,000 Deferred financing costs ( 15,713 ) ( 18,107 ) 972,287 950,893 Less current portion ( 737,744 ) - $ 234,543 $ 950,893 The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of July 4, 2026: 2030 Notes Issuance date September 12, 2023 Maturity date September 15, 2030 Principal amount as of July 4, 2026 $ 750,000 Cash coupon rate (per annum) 2.25 % Conversion rate (per $1 principal amount) 33.1609 Effective conversion price (per share) $ 30.16 130 % of the current effective conversion price (per share) $ 39.21 Holders of the convertible senior notes due 2030 (the "2030 Notes") may convert all or a portion of their 2030 Notes at their option prior to March 15, 2030, only under the following circumstances: The last reported sale price of the common stock for at least the 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; During the five business day period after any five consecutive trading day period (the "Measurement Period") in which the trading price of the 2030 Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate in effect on each such trading day; If the Company calls any or all of the 2030 Notes for redemption, at any time prior to the close of business on the scheduled trading day prior to the redemption date; or Upon the occurrence of specified corporate events. Pursuant to the indenture governing the 2030 Notes, 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, at the Company's election. As of July 4, 2026, the first condition above had been met and, therefore, the 2030 Notes became eligible for conversion at the option of the holders beginning on July 6, 2026 and ending at the close of business on October 3, 2026. Vishay has the ability to finance a certain amount of any converted 2030 Notes with borrowings from its long-term revolving credit facility. The principal amount of 2030 Notes and associated deferred financing costs are classified as current liabilities on the July 4, 2026 consolidated condensed balance sheet. Any determination regarding the convertibility of the 2030 Notes during future periods will be made in accordance with the terms of the indenture governing the 2030 Notes. In the third fiscal quarter of 2026, the Company used a portion of the net proceeds from the public offering of its common stock, completed on July 1, 2026, to fully repay the outstanding balance on its revolving credit facility. Deferred financing costs are recognized as non-cash interest expense. Non-cash interest expense was $ 1,195 and $ 2,390 for the fiscal quarter and six fiscal months ended July 4, 2026, respectively, and $ 1,195 and $ 2,418 for the fiscal quarter and six fiscal months ended June 28, 2025. 13 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 5 – Stockholders' Equity On July 1, 2026, the Company completed an underwritten public offering of 17.25 million shares of its common stock at a price to the public of $ 50.00 per share for proceeds of $ 830,250 , net of underwriting discounts and issuance costs. The following table summarizes activity pursuant to the Company's Stockholder Return Policy: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Dividends paid to stockholders $ 13,613 $ 13,557 $ 27,224 $ 27,119 Stock repurchases - - - 12,538 Total $ 13,613 $ 13,557 $ 27,224 $ 39,657 There were no shares of common stock held as treasury stock as of July 4, 2026 and December 31, 2025. Note 6 – Revenue Recognition In the second fiscal quarter of 2026, the Company received tariff refunds from the U.S. government, of which $ 30,008 will be passed through to customers. The tariff refunds received are recognized as a reduction of costs of products sold and tariff refunds to be passed through to customers are recorded as a reduction of net revenues within the Consolidated Condensed Statements of Operations for the fiscal quarter and six fiscal months ended July 4, 2026. The tariff refunds received and tariff refunds to be passed through to customers have not been allocated to reportable business segments, customer types, regions, or end markets. Sales returns and allowances accrual activity is shown below: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Beginning balance $ 32,738 $ 38,438 $ 41,249 $ 43,445 Sales allowances 23,190 27,890 45,387 48,076 Credits issued ( 18,678 ) ( 23,110 ) ( 49,252 ) ( 48,699 ) Foreign currency ( 104 ) 776 ( 238 ) 1,172 Ending balance $ 37,146 $ 43,994 $ 37,146 $ 43,994 See disaggregated revenue information in Note 10. Note 7 – Accumulated Other Comprehensive Income (Loss) The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows: Pension and other post- retirement Currency actuarial translation items adjustment Total Balance at January 1, 2026 $ ( 2,137 ) $ 83,531 $ 81,394 Other comprehensive income (loss) before reclassifications - ( 30,400 ) $ ( 30,400 ) Tax effect - - $ - Other comprehensive income (loss) before reclassifications, net of tax - ( 30,400 ) $ ( 30,400 ) Amounts reclassified out of AOCI 731 - $ 731 Tax effect ( 64 ) - $ ( 64 ) Amounts reclassified out of AOCI, net of tax 667 - $ 667 Net other comprehensive income (loss) $ 667 $ ( 30,400 ) $ ( 29,733 ) Balance at July 4, 2026 $ ( 1,470 ) $ 53,131 $ 51,661 Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. See Note 8 for further information. 14 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 8 – Pensions and Other Postretirement Benefits The service cost component of net periodic pension cost is classified in costs of products sold or selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function. The other components of net periodic pension cost are classified as other expense on the consolidated condensed statements of operations. Defined Benefit Pension Plans The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2026 and 2025 for the Company’s defined benefit pension plans: Fiscal quarter ended Fiscal quarter ended July 4, 2026 June 28, 2025 Non-U.S. Non-U.S. U.S. Plans Plans U.S. Plans Plans Net service cost $ - $ 741 $ - $ 765 Interest cost 352 1,730 380 1,582 Expected return on plan assets - ( 630 ) - ( 560 ) Amortization of prior service cost - 78 - 36 Amortization of losses 1 378 1 258 Curtailment and settlement losses - 18 - 24 Net periodic benefit cost $ 353 $ 2,315 $ 381 $ 2,105 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2026 and June 28, 2025 for the Company's defined benefit pension plans: Six fiscal months ended Six fiscal months ended July 4, 2026 June 28, 2025 Non-U.S. Non-U.S. U.S. Plans Plans U.S. Plans Plans Net service cost $ - $ 1,496 $ - $ 1,494 Interest cost 704 3,478 760 3,070 Expected return on plan assets - ( 1,268 ) - ( 1,100 ) Amortization of prior service cost - 158 - 70 Amortization of losses 2 758 2 500 Curtailment and settlement losses - 36 - 47 Net periodic benefit cost $ 706 $ 4,658 $ 762 $ 4,081 15 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Other Postretirement Benefits The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2026 and 2025 for the Company’s other postretirement benefit plans: Fiscal quarter ended Fiscal quarter ended July 4, 2026 June 28, 2025 Non-U.S. Non-U.S. U.S. Plans Plans U.S. Plans Plans Service cost $ - $ 52 $ 5 $ 60 Interest cost 26 62 50 60 Amortization of losses (gains) ( 117 ) 5 ( 52 ) 15 Net periodic benefit cost $ ( 91 ) $ 119 $ 3 $ 135 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2026 and June 28, 2025 for the Company's other postretirement benefit plans: Six fiscal months ended Six fiscal months ended July 4, 2026 June 28, 2025 Non-U.S. Non-U.S. U.S. Plans Plans U.S. Plans Plans Service cost $ - $ 105 $ 10 $ 115 Interest cost 52 125 101 116 Amortization of losses (gains) ( 234 ) 11 ( 104 ) 29 Net periodic benefit cost $ ( 182 ) $ 241 $ 7 $ 260 16 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 9 – Stock-Based Compensation The following table summarizes stock-based compensation expense recognized: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Restricted stock units ("RSUs") $ 7,783 $ 5,685 $ 19,980 $ 11,653 Phantom stock units - - 76 83 Total $ 7,783 $ 5,685 $ 20,056 $ 11,736 The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at July 4, 2026 (amortization periods in years) : Weighted Average Unrecognized Remaining Compensation Amortization Cost Periods Restricted stock units $ 67,888 1.9 Phantom stock units - n/a Total $ 67,888 17 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Restricted Stock Units RSU activity as of July 4, 2026 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands) : Weighted Average Grant-date Number of Fair Value per RSUs Unit Outstanding: January 1, 2026 3,485 $ 18.00 Granted 1,846 33.31 Vested * ( 763 ) 19.76 Cancelled or forfeited ( 171 ) 24.40 Outstanding at July 4, 2026 4,397 $ 23.87 Expected to vest at July 4, 2026 5,872 * The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands) : Expected Not Expected Vesting Date to Vest to Vest Total January 1, 2027 877 - 877 January 1, 2028 1,484 - 1,484 January 1, 2029 1,535 - 1,535 March 1, 2029 - 175 175 Phantom Stock Units The following table summarizes the Company's phantom stock units activity (number of phantom stock units in thousands) : Grant-date Number of Fair Value per units Unit Outstanding: January 1, 2026 136 Granted 5 $ 15.29 Dividend equivalents issued 1 Outstanding at July 4, 2026 142 18 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 10 – Segment Information The following tables set forth reportable business segment information: Optoelectronic Corporate/ MOSFETs Diodes Components Resistors Inductors Capacitors Other Total Fiscal quarter ended July 4, 2026: Net revenues $ 188,926 $ 186,965 $ 70,076 $ 215,028 $ 104,189 $ 153,399 $ ( 30,008 ) $ 888,575 Cost of products sold (excluding depreciation) $ 148,666 $ 129,512 $ 50,262 $ 156,530 $ 67,788 $ 109,279 $ ( 30,008 ) $ 632,029 Depreciation expense in costs of products sold 14,121 11,750 3,835 11,013 4,025 4,420 - 49,164 Total costs of products sold $ 162,787 $ 141,262 $ 54,097 $ 167,543 $ 71,813 $ 113,699 $ ( 30,008 ) $ 681,193 Gross profit $ 26,139 $ 45,703 $ 15,979 $ 47,485 $ 32,376 $ 39,700 $ - $ 207,382 Segment operating expenses $ 23,587 $ 9,008 $ 6,460 $ 10,757 $ 4,129 $ 6,891 $ - $ 60,832 Segment operating income $ 2,552 $ 36,695 $ 9,519 $ 36,728 $ 28,247 $ 32,809 $ - $ 146,550 Total depreciation expense $ 14,926 $ 12,101 $ 3,945 $ 11,190 $ 4,117 $ 4,469 $ 2,097 $ 52,845 Capital expenditures 77,696 4,835 787 4,052 1,977 4,791 1,063 95,201 Total assets as of July 4, 2026: $ 1,298,043 $ 712,059 $ 351,750 $ 907,412 $ 309,329 $ 510,983 $ 1,066,790 $ 5,156,366 Fiscal quarter ended June 28, 2025: Net revenues $ 148,633 $ 147,942 $ 54,119 $ 194,769 $ 95,675 $ 121,112 $ 762,250 Cost of products sold (excluding depreciation) $ 125,546 $ 106,770 $ 37,596 $ 139,330 $ 64,594 $ 90,643 $ 564,479 Depreciation expense in cost of products sold 13,708 11,634 3,965 11,109 4,245 4,427 49,088 Total cost of products sold $ 139,254 $ 118,404 $ 41,561 $ 150,439 $ 68,839 $ 95,070 $ 613,567 Gross profit $ 9,379 $ 29,538 $ 12,558 $ 44,330 $ 26,836 $ 26,042 $ 148,683 Segment operating expenses $ 23,859 $ 7,353 $ 5,743 $ 9,421 $ 3,887 $ 6,357 $ 56,620 Segment operating income (loss) $ ( 14,480 ) $ 22,185 $ 6,815 $ 34,909 $ 22,949 $ 19,685 $ 92,063 Total depreciation expense $ 14,342 $ 11,917 $ 4,081 $ 11,308 $ 4,291 $ 4,472 $ 2,268 $ 52,679 Capital expenditures 46,002 3,809 4,043 5,644 1,021 3,024 1,055 64,598 Total assets as of June 28, 2025: $ 1,123,514 $ 725,548 $ 360,008 $ 967,976 $ 328,726 $ 462,490 $ 253,393 $ 4,221,655 19 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Optoelectronic Corporate/ MOSFETs Diodes Components Resistors Inductors Capacitors Other Total Six fiscal months ended July 4, 2026: Net revenues $ 362,917 $ 350,634 $ 128,951 $ 418,771 $ 196,414 $ 300,138 $ ( 30,008 ) $ 1,727,817 Cost of products sold (excluding depreciation) $ 286,720 $ 246,471 $ 94,333 $ 304,404 $ 126,575 $ 215,081 $ ( 30,008 ) $ 1,243,576 Depreciation expense in costs of products sold 27,681 23,629 7,692 22,086 8,105 11,054 - 100,247 Total costs of products sold $ 314,401 $ 270,100 $ 102,025 $ 326,490 $ 134,680 $ 226,135 $ ( 30,008 ) $ 1,343,823 Gross profit $ 48,516 $ 80,534 $ 26,926 $ 92,281 $ 61,734 $ 74,003 $ - $ 383,994 Segment operating expenses $ 44,657 $ 17,909 $ 12,683 $ 21,400 $ 8,189 $ 13,812 $ - $ 118,650 Segment operating income $ 3,859 $ 62,625 $ 14,243 $ 70,881 $ 53,545 $ 60,191 $ - $ 265,344 Total depreciation expense $ 29,270 $ 24,431 $ 7,921 $ 22,454 $ 8,231 $ 11,153 $ 4,361 $ 107,821 Capital expenditures 172,378 9,096 840 6,386 2,950 12,619 1,593 205,862 Six fiscal months ended June 28, 2025: Net revenues $ 290,746 $ 288,905 $ 105,287 $ 374,269 $ 179,796 $ 238,483 $ 1,477,486 Cost of products sold (excluding depreciation) $ 243,053 $ 208,599 $ 74,254 $ 267,802 $ 126,876 $ 176,597 $ 1,097,181 Depreciation expense in cost of products sold 26,708 22,746 7,775 21,783 8,487 8,569 96,068 Total cost of products sold $ 269,761 $ 231,345 $ 82,029 $ 289,585 $ 135,363 $ 185,166 $ 1,193,249 Gross profit $ 20,985 $ 57,560 $ 23,258 $ 84,684 $ 44,433 $ 53,317 $ 284,237 Segment operating expenses $ 44,204 $ 14,178 $ 11,024 $ 18,624 $ 7,582 $ 13,058 $ 108,670 Segment operating income (loss) $ ( 23,219 ) $ 43,382 $ 12,234 $ 66,060 $ 36,851 $ 40,259 $ 175,567 Total depreciation expense $ 27,914 $ 23,400 $ 7,998 $ 22,172 $ 8,574 $ 8,656 $ 4,483 $ 103,197 Capital expenditures 92,305 8,138 4,755 8,691 1,605 8,999 1,674 126,167 20 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Reconciliation: Segment Operating Income $ 146,550 $ 92,063 $ 265,344 $ 175,567 Unallocated Selling, General, and Administrative Expenses ( 93,024 ) ( 69,945 ) ( 189,694 ) ( 152,634 ) Consolidated Operating Income $ 53,526 $ 22,118 $ 75,650 $ 22,933 Unallocated Other Income (Expense) ( 11,127 ) ( 9,841 ) ( 20,399 ) ( 14,884 ) Consolidated Income Before Taxes $ 42,399 $ 12,277 $ 55,251 $ 8,049 The Company has a broad line of products that it sells to OEMs, EMS companies, and independent distributors. The distribution of sales by customer type is shown below: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Distributors $ 534,045 $ 430,159 $ 995,892 $ 818,652 OEMs 323,794 277,255 642,327 555,601 EMS companies 60,744 54,836 119,606 103,233 Tariff refunds passed through to customers ( 30,008 ) - ( 30,008 ) - Total Revenue $ 888,575 762,250 $ 1,727,817 1,477,486 Net revenues were attributable to customers in the following regions: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Asia $ 377,115 $ 317,479 $ 712,254 $ 602,058 Europe 305,042 256,489 601,858 511,820 Americas 236,426 188,282 443,713 363,608 Tariff refunds passed through to customers ( 30,008 ) - ( 30,008 ) - Total Revenue $ 888,575 $ 762,250 $ 1,727,817 $ 1,477,486 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. Sales by end market are presented below: Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Industrial $ 347,290 $ 267,028 $ 646,193 $ 511,954 Automotive 294,424 267,423 578,715 524,535 Military and Aerospace 92,882 80,488 182,055 156,805 Healthcare 43,452 37,899 84,044 74,431 Other* 140,535 109,412 266,818 209,761 Tariff refunds passed through to customers ( 30,008 ) - ( 30,008 ) - Total Revenue $ 888,575 $ 762,250 $ 1,727,817 $ 1,477,486 * Power supplies, telecommunications, consumer products, and computing. 21 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 11 – Earnings Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share (shares in thousands) : Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Numerator: Net earnings (loss) $ 28,124 $ 2,004 $ 35,288 $ ( 2,088 ) Denominator: Denominator for basic earnings (loss) per share: Weighted average shares 136,682 135,569 136,287 135,617 Outstanding phantom stock units 142 133 141 133 Adjusted weighted average shares - basic 136,824 135,702 136,428 135,750 Effect of dilutive securities: Restricted stock units 4,115 465 2,771 - Convertible senior notes due 2030 6,962 - 3,481 - Dilutive potential common shares 11,077 465 6,252 - Denominator for diluted earnings (loss) per share: Adjusted weighted average shares - diluted 147,901 136,167 142,680 135,750 Basic earnings (loss) per share $ 0.21 $ 0.01 $ 0.26 $ ( 0.02 ) Diluted earnings (loss) per share $ 0.19 $ 0.01 $ 0.25 $ ( 0.02 ) Diluted earnings (loss) per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands) : Fiscal quarters ended Six fiscal months ended July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025 Restricted stock units 540 1,295 437 3,099 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 (loss) 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, which were not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive. The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030. 22 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 12 – Fair Value Measurements The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis: Total Fair Value Level 1 Level 2 Level 3 July 4, 2026 Assets: Assets held in rabbi trusts $ 58,897 $ 23,311 $ 35,586 $ - Available for sale securities $ 4,562 4,562 - - $ 63,459 $ 27,873 $ 35,586 $ - Liability: Acquisitions contingent consideration $ 4,674 $ - $ - $ 4,674 December 31, 2025 Assets: Assets held in rabbi trusts $ 55,442 $ 22,749 $ 32,693 $ - Available for sale securities $ 4,660 4,660 - - $ 60,102 $ 27,409 $ 32,693 $ - Liability: Acquisitions contingent consideration $ 2,938 $ - $ - $ 2,938 There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented. The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy. The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of the United States. The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy. The Company may be required to make certain contingent consideration payments related to acquisitions. The fair value of these contingent payments is determined by estimating the net present value of the expected cash flows based on the probability of expected payments. The fair value measurement of the contingent consideration payments is considered a Level 3 measurement within the fair value hierarchy. The fair value of the long-term debt, excluding deferred financing costs, at July 4, 2026 and December 31, 2025 is approximately $ 1,527,000 and $ 896,100 , respectively, compared to its carrying value, excluding deferred financing costs, of $ 988,000 and $ 969,000 , respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. 23 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) At July 4, 2026 and December 31, 2025, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates. The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity. At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary. No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented. There have been no transfers to or from the held-to-maturity classification. All decreases in the account balance are due to returns of principal at the securities’ maturity dates. Interest on the securities is recognized as interest income when earned. At July 4, 2026 and December 31, 2025, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when purchased, and money market funds. The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs. Based on the current interest rates for similar investments with comparable credit risk and time to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets. The Company’s financial instruments also include accounts receivable and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values. 24