Vishay Intertechnology Q3 earnings rebound to $59M

Quarter-end backlog was $2,156.1 million, while the company expects 2026 capital expenditures of $350 million to $400 million.

Available on EDGAR 11/04/2026 - 07:31 AM EST Accepted by SEC EDGAR 11/04/2026 - 07:31 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Vishay Intertechnology (VSH) reported third-quarter 2026 revenue of $978.9 million, up 23.8% from $790.6 million a year earlier, and net earnings of $59.0 million versus a $7.9 million loss. Diluted earnings were $0.37 per share versus a $0.06 loss; gross profit margin was 25.5%, compared with 19.5%. The company attributed revenue growth primarily to higher sales volume and improved pricing conditions.

For the nine fiscal months ended October 3, 2026, revenue was $2,706.8 million and net earnings were $94.3 million, versus revenue of $2,268.1 million and a $10.0 million loss a year earlier. Operating cash flow was $314.8 million, compared with $34.9 million; company-defined non-GAAP free cash was $61.862 million, versus negative $142.691 million.

Vishay completed a July 1 underwritten public offering of 17.25 million shares at $50.00 per share, receiving $830.25 million net, and used a portion to repay its revolving credit facility to zero. It expects 2026 capital expenditures of $350 million to $400 million and expects fourth-quarter free cash flow to be negative as it plans to significantly reduce its accounts receivable securitization program.

3 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointQuarterly revenue increased 23.8% to $978.9 million year over year.
• Moderate pointQuarterly net earnings reached $59.0 million, versus a $7.9 million loss.
• Moderate pointNine-month operating cash flow was $314.8 million, versus $34.9 million.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned securitization reduction means negative fourth-quarter free cash flow.

Filing Explained

The completed July 1 offering issued 17.25 million common shares, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Quarterly net revenue: $978.9 million Quarterly net earnings: $59.0 million Diluted earnings per share: $0.37 per share +5 more

8 metrics

Quarterly net revenue $978.9 million Fiscal quarter ended October 3, 2026; $790.6 million in the year-earlier quarter

Quarterly net earnings $59.0 million Fiscal quarter ended October 3, 2026; compared with a $7.9 million loss in the year-earlier quarter

Diluted earnings per share $0.37 per share Fiscal quarter ended October 3, 2026; compared with a $0.06 loss per share in the year-earlier quarter

Operating cash flow $314.8 million Nine fiscal months ended October 3, 2026; $34.9 million in the prior-year period

Free cash $61.862 million Company-defined non-GAAP measure for the nine fiscal months ended October 3, 2026; negative $142.691 million in the prior-year period

End-of-period backlog $2,156.1 million Third fiscal quarter of 2026

Expected capital expenditures $350 million to $400 million Expected for full-year 2026

Net proceeds from public offering $830.25 million Completed July 1, 2026; 17.25 million shares offered at $50.00 per share

Key Terms

free cash, book-to-bill ratio, cash conversion cycle, accounts receivable securitization program, +1 more

5 terms

free cash financial

"We define free cash as the cash flows generated from continuing operations"

book-to-bill ratio financial

"the ratio of the amount of product ordered during a period as compared with the product that we ship"

The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.

cash conversion cycle financial

"we monitor our cash conversion cycle"

A cash conversion cycle measures how many days it takes a company to turn money spent on goods into money received from customers — essentially the time between paying suppliers and collecting cash. Think of it as the gap between buying inventory and getting paid at the register; a shorter cycle means the business frees up cash faster, reducing borrowing needs and indicating more efficient operations, which matters to investors evaluating liquidity and financial health.

accounts receivable securitization program financial

"outstanding on its revolving accounts receivable securitization program"

An accounts receivable securitization program is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by packaging them and selling the right to collect those payments to investors or a third party. For investors, it matters because the program can boost a company’s short-term cash and reduce borrowing needs, but it also shifts credit risk and can affect reported assets, liabilities and future cash flows—similar to selling a bundle of IOUs to get money now.

effective conversion price financial

"Effective conversion price (per share)"

The effective conversion price is the actual price per share an investor ends up paying when a convertible security (like a convertible bond or preferred) is converted into common stock. It’s calculated by dividing the amount invested plus any accrued interest, fees or adjustments by the number of shares received, and can reflect anti-dilution clauses or conversion discounts; investors use it to compare the converted stake’s real cost to the market price, like checking the true per-item price after using a coupon.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was VSH's revenue in the third quarter of 2026?

VSH reported net revenues of $978.9 million for the fiscal quarter ended October 3, 2026, compared with $790.6 million in the year-earlier quarter. The company attributed the increase primarily to higher sales volume and improved pricing conditions.

Did VSH report a profit in the third quarter of 2026?

VSH reported net earnings of $59.0 million, or $0.37 per diluted share, compared with a net loss of $7.9 million, or $0.06 per share, in the prior-year quarter.

How much did VSH raise in its July 2026 stock offering?

VSH completed an underwritten public offering on July 1, 2026, of 17.25 million common shares at $50.00 per share, receiving $830.25 million net of underwriting discounts and issuance costs. The company intended to use the proceeds for growth initiatives and general corporate purposes, and used a portion to repay its revolving credit facility to zero.

What is VSH's 2026 capital expenditure outlook?

VSH expects full-year 2026 capital expenditures of $350 million to $400 million, reflecting extended lead times for equipment deliveries and installation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

        (Mark One)

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended           October 3, 2026

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _______ to _______

Commission File Number 011-07416

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		38-1686453
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)
63 Lancaster Avenue Malvern, Pennsylvania 19355-2143		610-644-1300
(Address of Principal Executive Offices)		(Registrant’s Area Code and Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	Trading symbol	Name of exchange on which registered
	Common stock, par value $0.10 per share	VSH	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)

☒Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer ☒	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes  ☒ No

As of November 2, 2026 the registrant had 141,287,327 shares of its common stock and 12,097,148 shares of its Class B common stock outstanding.

1

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2

VISHAY INTERTECHNOLOGY, INC.

FORM 10-Q

October 3, 2026

CONTENTS

				Page Number
PART I.		FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
		Consolidated Condensed Balance Sheets – October 3, 2026 and December 31, 2025		4
		Consolidated Condensed Statements of Operations – Fiscal Quarters Ended October 3, 2026 and September 27, 2025		6
		Consolidated Statements of Comprehensive Income – Fiscal Quarters Ended October 3, 2026 and September 27, 2025		7
		Consolidated Condensed Statements of Operations – Nine Fiscal Months Ended October 3, 2026 and September 27, 2025		8
		Consolidated Statements of Comprehensive Income – Nine Fiscal Months Ended October 3, 2026 and September 27, 2025		9
		Consolidated Condensed Statements of Cash Flows – Nine Fiscal Months Ended October 3, 2026 and September 27, 2025		10
		Consolidated Condensed Statements of Equity		11
		Notes to the Consolidated Condensed Financial Statements		13
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		44
	Item 4.	Controls and Procedures		44
PART II.		OTHER INFORMATION
	Item 1.	Legal Proceedings		45
	Item 1A.	Risk Factors		45
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		45
	Item 3.	Defaults Upon Senior Securities		45
	Item 4.	Mine Safety Disclosures		45
	Item 5.	Other Information		45
	Item 6.	Exhibits		45
		SIGNATURES		46

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Balance Sheets

(Unaudited - In thousands)

		October 3, 2026				December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,139,887			$	514,966
Short-term investments		5,304				265
Accounts receivable, net		367,048				381,802
Inventories:
Finished goods		174,418				182,444
Work in process		365,575				331,347
Raw materials		265,495				245,412
Total inventories		805,488				759,203
Prepaid expenses and other current assets		233,063				231,004
Total current assets		2,550,790				1,887,240
Property and equipment, at cost:
Land		85,515				86,399
Buildings and improvements		846,712				839,856
Machinery and equipment		3,487,407				3,477,884
Construction in progress		564,927				464,475
Allowance for depreciation		(3,251,827	)			(3,195,455	)
Property and equipment, net		1,732,734				1,673,159
Right of use assets		118,996				119,746
Deferred income taxes		189,525				183,016
Goodwill		179,928				180,390
Other intangible assets, net		67,785				78,487
Other assets		109,030				112,122
Total assets	$	4,948,788			$	4,234,160

Continues on following page.

4

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Balance Sheets (continued)

(Unaudited - In thousands)

		October 3, 2026				December 31, 2025
Liabilities and equity
Current liabilities:
Trade accounts payable	$	246,311			$	214,984
Payroll and related expenses		192,326				164,114
Lease liabilities		28,099				26,546
Other accrued expenses		268,088				300,031
Income taxes		34,768				14,751
Total current liabilities		769,592				720,426
Long-term debt less current portion		735,482				950,893
Deferred income taxes		95,991				96,818
Long-term lease liabilities		92,757				95,799
Other liabilities		135,972				109,228
Accrued pension and other postretirement costs		164,616				172,723
Total liabilities		1,994,410				2,145,887
Stockholders' equity:
Common stock, par value $0.10 per share: authorized - 300,000,000 shares; 141,287,190 and 123,498,190 shares issued		14,130				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		1,955,384				1,101,086
Retained earnings		943,885				892,232
Accumulated other comprehensive income		39,769				81,394
Total equity		2,954,378				2,088,273
Total liabilities and equity	$	4,948,788			$	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
		October 3, 2026				September 27, 2025
Net revenues	$	978,939			$	790,640
Costs of products sold		729,554				636,781
Gross profit		249,385				153,859
Selling, general, and administrative expenses		157,168				134,712
Operating income		92,217				19,147
Other income (expense):
Interest expense		(6,676	)			(9,525	)
Other		1,742				2,265
Total other income (expense)		(4,934	)			(7,260	)
Income before taxes		87,283				11,887
Income tax expense		28,314				19,763
Net earnings (loss)	$	58,969			$	(7,876	)
Basic earnings (loss) per share	$	0.38			$	(0.06	)
Diluted earnings (loss) per share	$	0.37			$	(0.06	)
Weighted average shares outstanding - basic		153,523				135,720
Weighted average shares outstanding - diluted		160,819				135,720
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
			October 3, 2026				September 27, 2025
Net earnings (loss)		$	58,969			$	(7,876	)
Other comprehensive income (loss), net of tax
Pension and other post-retirement actuarial items			327				231
Foreign currency translation adjustment			(12,219	)			3,420
Other comprehensive income (loss)			(11,892	)			3,651
Comprehensive income (loss)		$	47,077			$	(4,225	)

See accompanying notes.

7

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

	Nine fiscal months ended
		October 3, 2026				September 27, 2025
Net revenues	$	2,706,756			$	2,268,126
Costs of products sold		2,073,377				1,830,030
Gross profit		633,379				438,096
Selling, general, and administrative expenses		465,512				396,016
Operating income		167,867				42,080
Other income (expense):
Interest expense		(26,982	)			(28,903	)
Other		1,649				6,759
Total other income (expense)		(25,333	)			(22,144	)
Income before taxes		142,534				19,936
Income tax expense		48,277				29,900
Net earnings (loss)	$	94,257			$	(9,964	)
Basic earnings (loss) per share	$	0.66			$	(0.07	)
Diluted earnings (loss) per share	$	0.63			$	(0.07	)
Weighted average shares outstanding - basic		142,065				135,739
Weighted average shares outstanding - diluted		148,664				135,739
Cash dividends per share	$	0.30			$	0.30
See accompanying notes.

8

 VISHAY INTERTECHNOLOGY, INC.

Consolidated Statements of Comprehensive Income

(Unaudited - In thousands)

		Nine fiscal months ended
			October 3, 2026				September 27, 2025
Net earnings (loss)		$	94,257			$	(9,964	)
Other comprehensive income (loss), net of tax
Pension and other post-retirement actuarial items			994				671
Foreign currency translation adjustment			(42,619	)			102,897
Other comprehensive income (loss)			(41,625	)			103,568
Comprehensive income		$	52,632			$	93,604
See accompanying notes.

9

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

	Nine fiscal months ended
		October 3, 2026				September 27, 2025
Operating activities
Net earnings (loss)	$	94,257			$	(9,964	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		174,035				167,036
Loss on disposal of property and equipment		107				56
Inventory write-offs for obsolescence		33,374				25,614
Deferred income taxes		(5,026	)			(7,461	)
Stock compensation expense		29,875				17,635
Other		8,993				(2,189	)
Change in U.S. transition liability		-				(47,027	)
Change in repatriation tax liability		(4,092	)			(9,375	)
Net change in operating assets and liabilities		(16,732	)			(99,379	)
Net cash provided by operating activities		314,791				34,946
Investing activities
Capital expenditures		(253,409	)			(178,491	)
Proceeds from sale of property and equipment		480				854
Purchase of short-term investments		(5,356	)			(28,575	)
Maturity of short-term investments		317				45,111
Other investing activities		(410	)			(2,336	)
Net cash used in investing activities		(258,378	)			(163,437	)
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 (payments) from revolving credit facility		(219,000	)			53,000
Dividends paid to common stockholders		(38,933	)			(37,050	)
Dividends paid to Class B common stockholders		(3,629	)			(3,629	)
Repurchase of common stock		-				(12,538	)
Cash withholding taxes paid when shares withheld for vested equity awards		(4,090	)			(4,000	)
Other financing activities		10,000				10,080
Net cash provided by (used in) financing activities		574,598				(36,048	)
Effect of exchange rate changes on cash and cash equivalents		(6,090	)			18,111
Net increase (decrease) in cash and cash equivalents		624,921				(146,428	)
Cash and cash equivalents at beginning of period		514,966				590,286
Cash and cash equivalents at end of period	$	1,139,887			$	443,858

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
Net earnings (loss)		-				-				-				(7,876	)			-				-				(7,876	)
Other comprehensive income		-				-				-				-				-				3,651				3,651
Issuance of stock and related tax withholdings for vested restricted stock units (4,453 shares)		1				-				(44	)			-				-				-				(43	)
Dividends declared ($0.10 per share)		-				-				13				(13,573	)			-				-				(13,560	)
Stock compensation expense		-				-				5,899				-				-				-				5,899
Other		-				-				-				-				2				-				2
Balance at September 27, 2025	$	13,416			$	1,210			$	1,319,934			$	904,818			$	(224,590	)		$	68,276			$	2,083,064

Continues on following page.

11

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Equity (continued)

(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				Income (Loss)				Total Equity
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
Net earnings		-				-				-				58,969				-				58,969
Other comprehensive income (loss)		-				-				-				-				(11,892	)			(11,892	)
Issuance of stock and related tax withholdings for vested restricted stock units (5,305 shares)		1				-				(78	)			-				-				(77	)
Dividends declared ($0.10 per share)		-				-				14				(15,352	)			-				(15,338	)
Stock compensation expense		-				-				9,819				-				-				9,819
Balance at October 3, 2026	$	14,130			$	1,210			$	1,955,384			$	943,885			$	39,769			$	2,954,378

12

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 nine fiscal months ended October 3, 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 $134,349 and $62,175 outstanding on its revolving accounts receivable securitization program as of October 3, 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 for 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		(10,786	)
Foreign currency translation		(231	)
Balance at October 3, 2026	$	6,409

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.

13

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 October 3, 2026 and September 27, 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 nine fiscal months ended October 3, 2026, the liabilities for unrecognized tax benefits decreased $828 on a net basis, primarily due to settlements and expiration of statutes of limitations, partially offset by accruals for the current period.

Note 4 – Long-Term Debt

Long-term debt consists of the following:

		October 3, 2026				December 31, 2025
Credit facility	$	-			$	219,000
Convertible senior notes, due 2030		750,000				750,000
Deferred financing costs		(14,518	)			(18,107	)
		735,482				950,893
Less current portion		-				-
	$	735,482			$	950,893

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of October 3, 2026:

		2030 Notes
Issuance date		September 12, 2023
Maturity date		September 15, 2030
Principal amount as of October 3, 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.

The 2030 Notes were convertible in the third fiscal quarter of 2026 based on the July 4, 2026 evaluation of the conversion criteria as the sales prices of the Company's common stock exceeded 130% of the conversion price for the applicable period.  In the third fiscal quarter of 2026, a holder of the 2030 Notes converted seven notes.  The conversion will be settled in the fourth fiscal quarter of 2026.  The principal, $7, will be paid in cash and any additional amounts owed paid in common stock.  Based on the October 3, 2026 evaluation of the conversion criteria, the 2030 Notes are no longer convertible and are classified as non-current liabilities on the consolidated condensed balance sheets.

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 $1,194 and $3,584 for the fiscal quarter and nine fiscal months ended October 3, 2026, respectively, and $1,195 and $3,613 for the fiscal quarter and nine fiscal months ended September 27, 2025, respectively.

14

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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Dividends paid to stockholders	$	15,338			$	13,560			$	42,562			$	40,679
Stock repurchases		-				-				-				12,538
Total	$	15,338			$	13,560			$	42,562			$	53,217

There were no shares of common stock held as treasury stock as of October 3, 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 were passed through to customers in the third fiscal quarter of 2026.  The tariff refunds received were recognized as a reduction of costs of products sold and tariff refunds passed through to customers were recorded as a reduction of net revenues within the consolidated condensed statements of operations for the nine fiscal months ended October 3, 2026.  The tariff refunds received and tariff refunds 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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Beginning balance	$	37,146			$	43,994			$	41,249			$	43,445
Sales allowances		31,398				18,688				76,785				66,764
Credits issued		(33,131	)			(22,493	)			(82,383	)			(71,192	)
Foreign currency		(52	)			(384	)			(290	)			788
Ending balance	$	35,361			$	39,805			$	35,361			$	39,805

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		-				(42,619	)		$	(42,619	)
Tax effect		-				-			$	-
Other comprehensive income (loss) before reclassifications, net of tax		-				(42,619	)		$	(42,619	)
Amounts reclassified out of AOCI		1,091				-			$	1,091
Tax effect		(97	)			-			$	(97	)
Amounts reclassified out of AOCI, net of tax		994				-			$	994
Net other comprehensive income (loss)	$	994			$	(42,619	)		$	(41,625	)
Balance at October 3, 2026	$	(1,143	)		$	40,912			$	39,769

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.

15

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 third fiscal quarters of 2026 and 2025 for the Company’s defined benefit pension plans:

	Fiscal quarter ended								Fiscal quarter ended
	October 3, 2026								September 27, 2025
						Non-U.S.								Non-U.S.
		U.S. Plans				Plans				U.S. Plans				Plans
Net service cost	$	-			$	736			$	-			$	776
Interest cost		353				1,714				380				1,623
Expected return on plan assets		-				(623	)			-				(566	)
Amortization of prior service cost		-				77				-				37
Amortization of losses		-				377				2				262
Curtailment and settlement losses		-				17				-				24
Net periodic benefit cost	$	353			$	2,298			$	382			$	2,156

The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2026 and September 27, 2025 for the Company's defined benefit pension plans:

	Nine fiscal months ended								Nine fiscal months ended
	October 3, 2026								September 27, 2025
						Non-U.S.								Non-U.S.
		U.S. Plans				Plans				U.S. Plans				Plans
Net service cost	$	-			$	2,232			$	-			$	2,270
Interest cost		1,057				5,192				1,140				4,693
Expected return on plan assets		-				(1,891	)			-				(1,666	)
Amortization of prior service cost		-				235				-				107
Amortization of losses		2				1,135				4				762
Curtailment and settlement losses		-				53				-				71
Net periodic benefit cost	$	1,059			$	6,956			$	1,144			$	6,237

16

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 third fiscal quarters of 2026 and 2025 for the Company’s other postretirement benefit plans:

	Fiscal quarter ended								Fiscal quarter ended
	October 3, 2026								September 27, 2025
						Non-U.S.								Non-U.S.
		U.S. Plans				Plans				U.S. Plans				Plans
Service cost	$	-			$	52			$	4			$	61
Interest cost		26				62				51				62
Amortization of losses (gains)		(117	)			6				(52	)			15
Net periodic benefit cost	$	(91	)		$	120			$	3			$	138

The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2026 and September 27, 2025 for the Company's other postretirement benefit plans:

	Nine fiscal months ended								Nine fiscal months ended
	October 3, 2026								September 27, 2025
						Non-U.S.								Non-U.S.
		U.S. Plans				Plans				U.S. Plans				Plans
Service cost	$	-			$	157			$	14			$	176
Interest cost		78				187				152				178
Amortization of losses (gains)		(351	)			17				(156	)			44
Net periodic benefit cost	$	(273	)		$	361			$	10			$	398

17

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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Restricted stock units ("RSUs")	$	9,819			$	5,899			$	29,799			$	17,552
Phantom stock units		-				-				76				83
Total	$	9,819			$	5,899			$	29,875			$	17,635

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at October 3, 2026 (amortization periods in years):

						Weighted
						Average
		Unrecognized				Remaining
		Compensation				Amortization
		Cost				Periods
Restricted stock units	$	58,903				1.8
Phantom stock units		-				n/a
Total	$	58,903

18

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Restricted Stock Units

RSU activity as of October 3, 2026 and changes during the nine 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		1,894				33.33
Vested*		(771	)			19.75
Cancelled or forfeited		(208	)			23.84
Outstanding at October 3, 2026		4,400			$	24.02
Expected to vest at October 3, 2026		5,802

* 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		797				-				797
January 1, 2028		1,468				-				1,468
January 1, 2029		1,548				-				1,548
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		2
Outstanding at October 3, 2026		143

19

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 October 3, 2026:
Net revenues	$	195,313			$	197,641			$	74,782			$	231,152			$	114,479			$	165,572							$	978,939
Cost of products sold (excluding depreciation)	$	151,345			$	132,051			$	48,230			$	158,125			$	71,795			$	115,634							$	677,180
Depreciation expense in costs of products sold		15,456				11,813				3,791				12,368				4,592				4,354								52,374
Total costs of products sold	$	166,801			$	143,864			$	52,021			$	170,493			$	76,387			$	119,988							$	729,554
Gross profit	$	28,512			$	53,777			$	22,761			$	60,659			$	38,092			$	45,584							$	249,385
Segment operating expenses	$	27,493			$	8,585			$	6,650			$	10,972			$	4,149			$	7,008							$	64,857
Segment operating income	$	1,019			$	45,192			$	16,111			$	49,687			$	33,943			$	38,576							$	184,528
Total depreciation expense	$	16,791			$	12,087			$	3,901			$	12,543			$	4,631			$	4,409			$	2,061			$	56,423
Capital expenditures		27,451				5,382				1,743				4,659				2,695				4,642				975				47,547
Total assets as of October 3, 2026:	$	1,324,309			$	726,095			$	361,736			$	927,996			$	321,222			$	530,109			$	757,321			$	4,948,788
Fiscal quarter ended September 27, 2025:
Net revenues	$	167,133			$	149,628			$	55,590			$	195,707			$	91,990			$	130,592							$	790,640
Cost of products sold (excluding depreciation)	$	136,338			$	107,150			$	38,855			$	145,064			$	59,469			$	99,697							$	586,573
Depreciation expense in cost of products sold		13,985				12,088				4,023				11,260				4,240				4,612								50,208
Total cost of products sold	$	150,323			$	119,238			$	42,878			$	156,324			$	63,709			$	104,309							$	636,781
Gross profit	$	16,810			$	30,390			$	12,712			$	39,383			$	28,281			$	26,283							$	153,859
Segment operating expenses	$	23,207			$	7,616			$	5,518			$	9,506			$	3,802			$	6,407							$	56,056
Segment operating income (loss)	$	(6,397	)		$	22,774			$	7,194			$	29,877			$	24,479			$	19,876							$	97,803
Total depreciation expense	$	14,691			$	12,377			$	4,142			$	11,463			$	4,294			$	4,656			$	2,385			$	54,008
Capital expenditures		32,225				7,796				2,292				3,876				738				4,754				643				52,324
Total assets as of September 27, 2025:	$	1,145,176			$	715,379			$	357,933			$	946,334			$	319,553			$	457,475			$	254,126			$	4,195,976

20

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

										Optoelectronic																Corporate/
		MOSFETs				Diodes				Components				Resistors				Inductors				Capacitors				Other				Total
Nine fiscal months ended October 3, 2026:
Net revenues	$	558,230			$	548,275			$	203,733			$	649,923			$	310,893			$	465,710			$	(30,008	)		$	2,706,756
Cost of products sold (excluding depreciation)	$	438,065			$	378,522			$	142,563			$	462,529			$	198,370			$	330,715			$	(30,008	)		$	1,920,756
Depreciation expense in costs of products sold		43,137				35,442				11,483				34,454				12,697				15,408				-				152,621
Total costs of products sold	$	481,202			$	413,964			$	154,046			$	496,983			$	211,067			$	346,123			$	(30,008	)		$	2,073,377
Gross profit	$	77,028			$	134,311			$	49,687			$	152,940			$	99,826			$	119,587			$	-			$	633,379
Segment operating expenses	$	72,150			$	26,494			$	19,333			$	32,372			$	12,338			$	20,820			$	-			$	183,507
Segment operating income	$	4,878			$	107,817			$	30,354			$	120,568			$	87,488			$	98,767			$	-			$	449,872
Total depreciation expense	$	46,061			$	36,518			$	11,822			$	34,997			$	12,862			$	15,562			$	6,422			$	164,244
Capital expenditures		199,829				14,478				2,583				11,045				5,645				17,261				2,568				253,409
Nine fiscal months ended September 27, 2025:
Net revenues	$	457,879			$	438,533			$	160,877			$	569,976			$	271,786			$	369,075							$	2,268,126
Cost of products sold (excluding depreciation)	$	379,391			$	315,749			$	113,109			$	412,866			$	186,345			$	276,294							$	1,683,754
Depreciation expense in cost of products sold		40,693				34,834				11,798				33,043				12,727				13,181								146,276
Total cost of products sold	$	420,084			$	350,583			$	124,907			$	445,909			$	199,072			$	289,475							$	1,830,030
Gross profit	$	37,795			$	87,950			$	35,970			$	124,067			$	72,714			$	79,600							$	438,096
Segment operating expenses	$	67,411			$	21,794			$	16,542			$	28,130			$	11,384			$	19,465							$	164,726
Segment operating income (loss)	$	(29,616	)		$	66,156			$	19,428			$	95,937			$	61,330			$	60,135							$	273,370
Total depreciation expense	$	42,605			$	35,777			$	12,140			$	33,635			$	12,868			$	13,312			$	6,868			$	157,205
Capital expenditures		124,530				15,934				7,047				12,567				2,343				13,753				2,317				178,491

21

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

	Fiscal quarters ended								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Reconciliation:
Segment Operating Income	$	184,528			$	97,803			$	449,872			$	273,370
Unallocated Selling, General, and Administrative Expenses		(92,311	)			(78,656	)			(282,005	)			(231,290	)
Consolidated Operating Income	$	92,217			$	19,147			$	167,867			$	42,080
Unallocated Other Income (Expense)		(4,934	)			(7,260	)			(25,333	)			(22,144	)
Consolidated Income Before Taxes	$	87,283			$	11,887			$	142,534			$	19,936

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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Distributors	$	579,912			$	445,597			$	1,575,804			$	1,264,249
OEMs		334,526				294,146				976,853				849,747
EMS companies		64,501				50,897				184,107				154,130
Tariff refunds passed through to customers		-				-				(30,008	)			-
Total Revenue	$	978,939			$	790,640			$	2,706,756			$	2,268,126

Net revenues were attributable to customers in the following regions:

	Fiscal quarters ended								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Asia	$	409,278			$	340,255			$	1,121,532			$	942,313
Europe		318,475				258,763				920,333				770,583
Americas		251,186				191,622				694,899				555,230
Tariff refunds passed through to customers		-				-				(30,008	)			-
Total Revenue	$	978,939			$	790,640			$	2,706,756			$	2,268,126

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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Industrial	$	389,961			$	271,880			$	1,036,154			$	783,834
Automotive		307,492				286,606				886,207				811,141
Military and Aerospace		97,041				79,139				279,096				235,944
Healthcare		43,972				38,794				128,016				113,225
Other*		140,473				114,221				407,291				323,982
Tariff refunds passed through to customers		-				-				(30,008	)			-
Total Revenue	$	978,939			$	790,640			$	2,706,756			$	2,268,126

*Power supplies, telecommunications, consumer products, and computing.

22

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								Nine fiscal months ended
		October 3, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Numerator:
Net earnings (loss)	$	58,969			$	(7,876	)		$	94,257			$	(9,964	)
Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares		153,381				135,586				141,923				135,606
Outstanding phantom stock units		142				134				142				133
Adjusted weighted average shares - basic		153,523				135,720				142,065				135,739
Denominator for diluted earnings (loss) per share:
Effect of dilutive securities:
Restricted stock units		4,089				-				3,210				-
Convertible senior notes due 2030		3,207				-				3,389				-
Dilutive potential common shares		7,296				-				6,599				-
Adjusted weighted average shares - diluted		160,819				135,720				148,664				135,739
Basic earnings (loss) per share	$	0.38			$	(0.06	)		$	0.66			$	(0.07	)
Diluted earnings (loss) per share	$	0.37			$	(0.06	)		$	0.63			$	(0.07	)

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

Nine fiscal months ended

October 3, 2026

September 27, 2025

October 3, 2026

September 27, 2025

Restricted stock units

3

3,542

292

3,246

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.

23

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
October 3, 2026
Assets:
Assets held in rabbi trusts	$	57,821			$	22,710			$	35,111			$	-
Available-for-sale securities	$	4,356				4,356				-				-
	$	62,177			$	27,066			$	35,111			$	-
Liability:
Acquisitions contingent consideration	$	4,632			$	-			$	-			$	4,632
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 trusts 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 October 3, 2026 and December 31, 2025 is approximately $1,099,400 and $896,100, respectively, compared to its carrying value, excluding deferred financing costs, of $750,000 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.

24

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

At October 3, 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 October 3, 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.

25

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 (the "SEC") 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 continue to evaluate our manufacturing footprint for ways to improve efficiency and profitability while maintaining capacity readiness.

We are focused on realizing the full value of our broad product portfolio, becoming a customer-first company, and capitalizing on the megatrends 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 have positioned us with increased capacity in an effort to ensure 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.  Capital expenditures for the full year 2026 are now expected to be in the range of $350 million to $400 million, due to extended lead times on equipment deliveries and installation.

On July 1, 2026, we completed an underwritten public offering of 17.25 million shares of our common stock at a price to the public of $50.00 per share for proceeds of $830.25 million, net of underwriting discounts and issuance costs.  We intend to use the net proceeds from the sale of our common stock in this offering to accelerate our growth initiatives and for general corporate purposes.  We used a portion of the proceeds to fully repay the outstanding balance on our revolving credit facility in the third fiscal quarter.

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 prior year periods.  Net revenues increased versus the prior fiscal quarter and the prior year periods primarily due to higher sales volume.  Margins were positively impacted by higher sales volume, associated manufacturing efficiencies, and higher average selling prices, partially offset by higher metals and materials costs.  The order level remained at a high level and backlog continued to increase.

26

Net revenues for the fiscal quarter ended October 3, 2026 were $978.9 million, compared to $888.6 million and $790.6 million for the fiscal quarters ended July 4, 2026 and September 27, 2025, respectively.  Net earnings for the fiscal quarter ended October 3, 2026 were $59.0 million, or $0.37 per diluted share, compared to net earnings of $28.1 million, or $0.19 per diluted share for the fiscal quarter ended July 4, 2026, and a net loss of $(7.9) million, or $(0.06) per share for the fiscal quarter ended September 27, 2025.

Net revenues for the nine fiscal months ended October 3, 2026 were $2,706.8 million, compared to $2,268.1 million for the nine fiscal months ended September 27, 2025.  Net earnings for the nine fiscal months ended October 3, 2026 were $94.3 million, or $0.63 per diluted share, compared to a net loss of $(10.0) million, or $(0.07) per share for the nine fiscal months ended September 27, 2025.

Measures such as adjusted net earnings (loss), free cash, and segment operating income are considered non-GAAP measures.  We define adjusted net earnings (loss) as net earnings (loss) determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of our business.  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 reconciliations of adjusted net earnings (loss), adjusted net earnings (loss) per share, and free cash are 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 adjusted net earnings (loss), adjusted net earnings (loss) per share, 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 adjusted net earnings (loss) and adjusted net earnings (loss) per share are meaningful because they provide insight with respect to our intrinsic operating results.  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.

Net earnings (loss) include items affecting comparability.  The items affecting comparability are (in thousands, except per share amounts):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net earnings (loss)	$	58,969			$	28,124			$	(7,876	)		$	94,257			$	(9,964	)
Reconciling items affecting net revenues:
Tariff refunds passed through to customers		-				30,008				-				30,008				-
Other reconciling items affecting gross profit:
Tariff refunds received from U.S. government		-				(30,008	)			-				(30,008	)			-
Other reconciling items affecting operating income:
Favorable resolution of contingency		-				-				-				-				(11,293	)
Other reconciling items affecting tax expense:
Change in tax laws and regulations		-				-				13,657				-				13,657
Adjusted net earnings (loss)	$	58,969			$	28,124			$	5,781			$	94,257			$	(7,600	)
Adjusted weighted average diluted shares outstanding		160,819				147,901				136,582				148,664				135,739
Adjusted earnings (loss) per diluted share	$	0.37			$	0.19			$	0.04			$	0.63			$	(0.06	)

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												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net cash provided by continuing operating activities	$	145,763			$	105,359			$	27,639			$	314,791			$	34,946
Proceeds from sale of property and equipment		259				155				360				480				854
Less: Capital expenditures		(47,547	)			(95,201	)			(52,324	)			(253,409	)			(178,491	)
Free cash	$	98,475			$	10,313			$	(24,325	)		$	61,862			$	(142,691	)

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.

27

Recent Developments

On July 1, 2026, we completed an underwritten public offering of 17.25 million shares of our common stock at a price to the public of $50.00 per share for proceeds of $830.25 million, net of underwriting discounts and issuance costs.  We intend to use the net proceeds from the sale of our common stock in this offering to accelerate our growth initiatives and for general corporate purposes.  These growth initiatives may include investments in capacity expansion, manufacturing optimization, technology innovation, research and development, and other strategic priorities intended to support long-term growth. Pending these uses, we may invest the net proceeds in short-term, investment-grade instruments.  We may also use a portion of the net proceeds to acquire or invest in businesses, products and/or technologies that are complementary to our own, although we have no current plans, commitments, or agreements with respect to any acquisitions.  In the third fiscal quarter of 2026, we reduced the outstanding balance of the revolving credit facility to zero using a portion of the proceeds of the offering.

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”). Following the Supreme Court’s decision, the U.S. 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 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.

In the fiscal quarter ended July 4, 2026, we received refunds of IEEPA tariffs from the U.S. government, of which $30.0 million were passed through to customers in the third fiscal quarter of 2026.  The tariff refunds received were recognized as a reduction of costs of products sold.  Tariff refunds passed through to customers were recorded as a reduction of net revenues.  Interest on tariff refunds was recorded as interest income and was not material.

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 in line with this policy.  We did not repurchase any shares of common stock in the third fiscal quarter of 2026.  We expect to be in compliance with our Stockholder Return Policy without repurchasing any common stock in 2026.

28

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 income or costs not routinely used in the management of the segments in periods when those items are present, such as tariff refunds received from the U.S. government, tariff refunds passed through to customers, 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.

29

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 third fiscal quarter of 2025 through the third fiscal quarter of 2026 (dollars in thousands):

		3rd Quarter 2025				4th Quarter 2025				1st Quarter 2026				2nd Quarter 2026				3rd Quarter 2026
Net revenues(1)	$	790,640			$	800,922			$	839,242			$	888,575			$	978,939
Gross profit margin(2)		19.5	%			19.6	%			21.0	%			23.3	%			25.5	%
Operating margin(2)		2.4	%			1.8	%			2.6	%			6.0	%			9.4	%
End-of-period backlog	$	1,152,700			$	1,314,100			$	1,592,300			$	1,877,300			$	2,156,100
Book-to-bill ratio		0.97				1.20				1.34				1.32				1.29
Inventory turnover		3.3				3.4				3.4				3.5				3.6
Change in ASP vs. prior quarter		(0.3	)%			(0.3	)%			(1.1	)%			2.1	%			1.6	%

____________

(1) Net revenues for the second fiscal quarter of 2026 have been reduced by $30.0 million for tariff refunds passed through to customers, with no impact on gross profit.

(2) Gross profit margin and operating margin for the second fiscal quarter of 2026 also include $30.0 million tariff refunds received from the U.S. government, with no impact on gross profit.

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 and improved pricing conditions.  Order levels remain high and backlog increased versus the prior fiscal quarter and prior year quarter.  We continue to increase capacity for critical product lines.  Average selling prices increased versus the prior fiscal quarter.

Gross profit margin increased versus the prior fiscal quarter and prior year quarter.  The increases are primarily due to higher sales volume, associated manufacturing efficiencies, and higher average selling prices, which were partially offset by higher metals and materials costs.

30

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 third fiscal quarter of 2025 through the third fiscal quarter of 2026 (dollars in thousands):

		3rd Quarter 2025				4th Quarter 2025				1st Quarter 2026				2nd Quarter 2026				3rd Quarter 2026
MOSFETs
Net revenues	$	167,133			$	172,584			$	173,991			$	188,926			$	195,313
Book-to-bill ratio		0.86				1.48				1.57				1.08				1.44
Gross profit margin		10.1	%			13.8	%			12.9	%			13.8	%			14.6	%
Segment operating margin		(3.8	)%			(0.5	)%			0.8	%			1.4	%			0.5	%
Diodes
Net revenues	$	149,628			$	154,224			$	163,669			$	186,965			$	197,641
Book-to-bill ratio		1.07				1.09				1.35				1.36				1.19
Gross profit margin		20.3	%			20.3	%			21.3	%			24.4	%			27.2	%
Segment operating margin		15.2	%			15.3	%			15.8	%			19.6	%			22.9	%
Optoelectronic Components
Net revenues	$	55,590			$	55,674			$	58,875			$	70,076			$	74,782
Book-to-bill ratio		0.93				1.12				1.48				1.33				1.09
Gross profit margin		22.9	%			15.0	%			18.6	%			22.8	%			30.4	%
Segment operating margin		12.9	%			4.5	%			8.0	%			13.6	%			21.5	%
Resistors
Net revenues	$	195,707			$	189,367			$	203,743			$	215,028			$	231,152
Book-to-bill ratio		0.92				1.05				1.26				1.43				1.45
Gross profit margin		20.1	%			19.4	%			22.0	%			22.1	%			26.2	%
Segment operating margin		15.3	%			14.3	%			16.8	%			17.1	%			21.5	%
Inductors
Net revenues	$	91,990			$	92,588			$	92,225			$	104,189			$	114,479
Book-to-bill ratio		0.99				1.07				1.31				1.42				1.07
Gross profit margin		30.7	%			29.8	%			31.8	%			31.1	%			33.3	%
Segment operating margin		26.6	%			25.4	%			27.4	%			27.1	%			29.6	%
Capacitors
Net revenues	$	130,592			$	136,485			$	146,739			$	153,399			$	165,572
Book-to-bill ratio		1.07				1.30				1.13				1.35				1.28
Gross profit margin		20.1	%			21.3	%			23.4	%			25.9	%			27.5	%
Segment operating margin		15.2	%			16.6	%			18.7	%			21.4	%			23.3	%

31

Results of Operations

Statements of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Cost of products sold		74.5	%			76.7	%			80.5	%			76.6	%			80.7	%
Gross profit		25.5	%			23.3	%			19.5	%			23.4	%			19.3	%
Selling, general & administrative expenses		16.1	%			17.3	%			17.0	%			17.2	%			17.5	%
Operating income		9.4	%			6.0	%			2.4	%			6.2	%			1.9	%
Income before taxes		8.9	%			4.8	%			1.5	%			5.3	%			0.9	%
Net earnings (loss)		6.0	%			3.2	%			(1.0	)%			3.5	%			(0.4	)%
________
Effective tax rate		32.4	%			33.7	%			166.3	%			33.9	%			150.0	%

Net Revenues

Net revenues were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues(1)	$	978,939			$	888,575			$	790,640			$	2,706,756			$	2,268,126

(1) Net revenues for the second fiscal quarter of 2026 have been reduced by $30.0 million of tariff refunds passed through to customers.

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	90,364				10.2	%				n/a				n/a
September 27, 2025		$	188,299				23.8	%			$	438,630				19.3	%

Changes in net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		5.3	%			20.0	%			17.4	%
Increase in average selling prices		1.6	%			3.7	%			1.6	%
Foreign currency effects		(0.4	)%			(0.7	)%			1.3	%
Tariff refunds passed through to customers		3.4	%			0.0	%			(1.3	)%
Other		0.3	%			0.8	%			0.3	%
Net change		10.2	%			23.8	%			19.3	%

We continued to see improving market conditions in the third fiscal quarter of 2026, resulting in revenue growth driven primarily by higher sales volume and improved pricing conditions.  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 October 3, 2026 were 25.5%, versus 23.3% and 19.5% for the comparable prior fiscal quarter and prior year quarter, respectively.  Gross profit margins for the nine fiscal months ended October 3, 2026 were 23.4%, versus 19.3% for the comparable prior year period.  Gross profit margin increased versus the prior fiscal quarter and prior year quarter primarily due to higher sales volume, associated manufacturing efficiencies, and higher average selling prices, which were partially offset by higher metals and materials costs.

32

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												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	195,313			$	188,926			$	167,133			$	558,230			$	457,879
Gross profit margin		14.6	%			13.8	%			10.1	%			13.8	%			8.3	%
Segment operating margin		0.5	%			1.4	%			(3.8	)%			0.9	%			(6.5	)%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	6,387				3.4	%				n/a				n/a
September 27, 2025		$	28,180				16.9	%			$	100,351				21.9	%

Changes in MOSFETs segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		1.7	%			14.8	%			22.3	%
Change in average selling prices		1.9	%			2.1	%			(0.9	)%
Foreign currency effects		(0.2	)%			(0.3	)%			0.8	%
Other		0.0	%			0.3	%			(0.3	)%
Net change		3.4	%			16.9	%			21.9	%

Net revenues of the MOSFETs segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, industrial and automotive end market customers, and customers in the Europe and Asia regions, partially offset by decreased sales to computing end market customers.  The increases versus the prior year periods are primarily due to increased sales to OEM and distribution customers, industrial end market customers, and customers in all regions. 

Gross profit margin increased versus the prior fiscal quarter and prior year periods.  The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and higher average selling prices.  The increase versus the prior year-to-date period is primarily due to higher sales volume.

Segment operating margin decreased versus the prior fiscal quarter, but increased versus the prior year periods.  The decrease versus the prior fiscal quarter is primarily due to uneven subsidy recognition, which offset the increased gross profit.  The increases versus the prior fiscal year periods are due to increases in gross profit.

Average selling prices increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period.

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.

33

Diodes

Net revenues, gross profit margins, and segment operating margins of the Diodes segment were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	197,641			$	186,965			$	149,628			$	548,275			$	438,533
Gross profit margin		27.2	%			24.4	%			20.3	%			24.5	%			20.1	%
Segment operating margin		22.9	%			19.6	%			15.2	%			19.7	%			15.1	%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	10,676				5.7	%				n/a				n/a
September 27, 2025		$	48,013				32.1	%			$	109,742				25.0	%

Changes in Diodes segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		6.2	%			27.6	%			20.8	%
Change in average selling prices		(0.3	)%			3.7	%			2.5	%
Foreign currency effects		(0.3	)%			(0.7	)%			1.0	%
Other		0.1	%			1.5	%			0.7	%
Net change		5.7	%			32.1	%			25.0	%

Net revenues of the Diodes segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia and Europe regions.  The increases versus the prior year periods are 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 and prior year periods.  The increases versus the prior fiscal quarter and prior year periods were primarily due to higher sales volume.  Higher average selling prices also contributed to the increases versus the prior year periods.

Segment operating margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to increases in gross profit.

Average selling prices increased versus the prior year periods, but decreased versus the prior fiscal quarter.

34

Optoelectronic Components

Net revenues, gross profit margins, and segment operating margins of the Optoelectronic Components segment were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	74,782			$	70,076			$	55,590			$	203,733			$	160,877
Gross profit margin		30.4	%			22.8	%			22.9	%			24.4	%			22.4	%
Segment operating margin		21.5	%			13.6	%			12.9	%			14.9	%			12.1	%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	4,706				6.7	%				n/a				n/a
September 27, 2025		$	19,192				34.5	%			$	42,856				26.6	%

Changes in Optoelectronic Components segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		7.6	%			31.5	%			22.7	%
Increase in average selling prices		0.2	%			2.8	%			1.3	%
Foreign currency effects		(0.5	)%			(0.8	)%			2.0	%
Other		(0.6	)%			1.0	%			0.6	%
Net change		6.7	%			34.5	%			26.6	%

Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial and automotive end market customers, and customers in the Asia region.  The increases versus the prior year periods are 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 and prior year periods.  The increases are primarily due to higher sales volume and higher average selling prices.

Segment operating margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to increases in gross profit.

Average selling prices increased versus the prior fiscal quarter and prior year periods.

35

Resistors

Net revenues, gross profit margins, and segment operating margins of the Resistors segment were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	231,152			$	215,028			$	195,707			$	649,923			$	569,976
Gross profit margin		26.2	%			22.1	%			20.1	%			23.5	%			21.8	%
Segment operating margin		21.5	%			17.1	%			15.3	%			18.6	%			16.8	%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	16,124				7.5	%				n/a				n/a
September 27, 2025		$	35,445				18.1	%			$	79,947				14.0	%

Changes in Resistors segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		4.1	%			11.1	%			8.0	%
Increase in average selling prices		3.8	%			6.9	%			4.1	%
Foreign currency effects		(0.4	)%			(0.6	)%			1.6	%
Other		0.0	%			0.7	%			0.3	%
Net change		7.5	%			18.1	%			14.0	%

Net revenues of the Resistors segment increased versus the prior fiscal quarter and prior year periods.  The increases versus the prior fiscal quarter and prior year periods are primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Americas and Asia regions.

Gross profit margin increased versus the prior fiscal quarter and prior year periods.  The increases versus the prior fiscal quarter and prior year periods are primarily due to higher sales volume and higher average selling prices, slightly offset by higher labor costs and higher metals costs.

Segment operating margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to increases in gross profit.

Average selling prices increased versus the prior fiscal quarter and prior year periods.

We are increasing critical manufacturing capacities for certain product lines.  We continue to broaden our business with targeted acquisitions of specialty resistors businesses.

36

Inductors

Net revenues, gross profit margins, and segment operating margins of the Inductors segment were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	114,479			$	104,189			$	91,990			$	310,893			$	271,786
Gross profit margin		33.3	%			31.1	%			30.7	%			32.1	%			26.8	%
Segment operating margin		29.6	%			27.1	%			26.6	%			28.1	%			22.6	%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	10,290				9.9	%				n/a				n/a
September 27, 2025		$	22,489				24.4	%			$	39,107				14.4	%

Changes in Inductors segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		10.1	%			26.5	%			16.4	%
Change in average selling prices		0.0	%			(1.3	)%			(2.3	)%
Foreign currency effects		(0.2	)%			(0.3	)%			0.6	%
Other		0.0	%			(0.5	)%			(0.3	)%
Net change		9.9	%			24.4	%			14.4	%

Net revenues of the Inductors segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial and automotive end market customers, and customers in the Asia region.  The increases versus the prior year periods are primarily due to increased sales to distribution customers, industrial and power supply end market customers, and customers in the Asia and Americas regions.  The increase versus the prior year-to-date is slightly offset by decreased sales to automotive end market customers and customers in the Europe region.

Gross profit margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to higher sales volume, manufacturing efficiencies, and materials price savings, partially offset by lower average selling prices.

Segment operating margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to increased gross profit.

Average selling prices decreased versus the prior year periods, but were flat versus the prior fiscal 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.

37

Capacitors

Net revenues, gross profit margins, and segment operating margins of the Capacitors segment were as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Net revenues	$	165,572			$	153,399			$	130,592			$	465,710			$	369,075
Gross profit margin		27.5	%			25.9	%			20.1	%			25.7	%			21.6	%
Segment operating margin		23.3	%			21.4	%			15.2	%			21.2	%			16.3	%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

		Fiscal quarter ended									Nine fiscal months ended
		October 3, 2026									October 3, 2026
			Change in net revenues				% change					Change in net revenues				% change
July 4, 2026		$	12,173				7.9	%				n/a				n/a
September 27, 2025		$	34,980				26.8	%			$	96,635				26.2	%

Changes in Capacitors segment net revenues were attributable to the following:

		vs. Prior Quarter				vs. Prior Year Quarter				vs. Prior Year-to-Date
Change attributable to:
Increase in volume		6.0	%			21.6	%			20.3	%
Increase in average selling prices		2.7	%			5.6	%			3.2	%
Foreign currency effects		(0.6	)%			(1.3	)%			2.1	%
Other		(0.2	)%			0.9	%			0.6	%
Net change		7.9	%			26.8	%			26.2	%

Net revenues of the Capacitors segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, industrial end market customers, and customers in the Asia and Europe regions.  The increases versus the prior year periods are primarily due to increased sales to customers in all sales channels, industrial, computing, and military and aerospace end market customers, and customers in all regions.

Gross profit margin increased versus the prior fiscal quarter and prior year periods.  The increases versus the prior fiscal quarter and prior year periods are primarily due to higher sales volume and higher average selling prices.

Segment operating margin increased versus the prior fiscal quarter and prior year periods.  The increases are primarily due to increases in gross profit.

Average selling prices increased versus the prior fiscal quarter and prior year periods.

A large portion of expected growth of our Capacitors segment is in high voltage high power film capacitors used for smart-grid infrastructure projects.

38

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses are summarized as follows (dollars in thousands):

	Fiscal quarters ended												Nine fiscal months ended
		October 3, 2026				July 4, 2026				September 27, 2025				October 3, 2026				September 27, 2025
Total SG&A expenses	$	157,168			$	153,856			$	134,712			$	465,512			$	396,016
as a percentage of revenues		16.1	%			17.3	%			17.0	%			17.2	%			17.5	%

We are incurring additional SG&A costs associated with our strategic initiatives.  The sequential increase in SG&A expenses is primarily due to uneven subsidy recognition, increased stock-based compensation expense, and increased expected credit loss expense.  SG&A expenses increased versus the prior year periods due to increased bonus compensation, increased stock-based compensation expense, general cost inflation, and a one-time gain recognized in the prior year-to-date period.

Other Income (Expense)

Interest expense for the fiscal quarter ended October 3, 2026 decreased $3.7 million versus the fiscal quarter ended July 4, 2026 and decreased $2.8 million versus the fiscal quarter ended September 27, 2025.  Interest expense for the nine fiscal months ended October 3, 2026 decreased $1.9 million versus the nine fiscal months ended September 27, 2025.  The decreases versus the prior fiscal quarter and prior year periods were primarily due to the repayment of the outstanding balance of our revolving credit facility to zero in the third fiscal quarter of 2026 using a portion of the net proceeds from the sale of our common stock.

The following tables analyze the components of the line “Other” on the consolidated condensed statements of operations (in thousands):

	Fiscal quarters ended
		October 3, 2026				July 4, 2026				Change
Foreign exchange gain (loss)	$	(2,280	)		$	(3,555	)		$	1,275
Interest income		7,718				4,088				3,630
Other components of net periodic pension expense		(1,892	)			(1,903	)			11
Investment income (expense)		(1,798	)			568				(2,366	)
Other		(6	)			8				(14	)
	$	1,742			$	(794	)		$	2,536
	Fiscal quarters ended
		October 3, 2026				September 27, 2025				Change
Foreign exchange gain (loss)	$	(2,280	)		$	(45	)		$	(2,235	)
Interest income		7,718				2,710				5,008
Other components of net periodic pension expense		(1,892	)			(1,838	)			(54	)
Investment income (expense)		(1,798	)			467				(2,265	)
Other		(6	)			971				(977	)
	$	1,742			$	2,265			$	(523	)
	Nine fiscal months ended
		October 3, 2026				September 27, 2025				Change
Foreign exchange gain (loss)	$	(6,421	)		$	(389	)		$	(6,032	)
Interest income		14,844				10,610				4,234
Other components of net periodic pension cost		(5,714	)			(5,329	)			(385	)
Investment income (expense)		(1,060	)			907				(1,967	)
Other		-				960				(960	)
	$	1,649			$	6,759			$	(5,110	)

39

Income Taxes

For the fiscal quarter ended October 3, 2026, our effective tax rate was 32.4%, as compared to 33.7% and 166.3% for the fiscal quarters ended July 4, 2026 and September 27, 2025, respectively.  For the nine fiscal months ended October 3, 2026, our effective tax rate was 33.9%, as compared to 150.0% for the nine fiscal months ended September 27, 2025.  The effective tax rates for the prior year periods include the impact of $13.7 million expense associated with changes in tax laws and regulations enacted in the third fiscal quarter of 2025.  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.

40

Financial Condition, Liquidity, and Capital Resources

On July 1, 2026, we completed an underwritten public offering of 17.25 million shares of our common stock at a price to the public of $50.00 per share for proceeds of $830.25 million, net of underwriting discounts and issuance costs.  We intend to use the net proceeds from the sale of our common stock in this offering to accelerate our growth initiatives and for general corporate purposes.  In the third fiscal quarter, we used a portion of the proceeds to fully repay the outstanding balance on our revolving credit facility.

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 $314.8 million for the nine fiscal months ended October 3, 2026, as compared to cash flows provided by operations of $34.9 million for the nine fiscal months ended September 27, 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 third fiscal quarter of 2025 through the third fiscal quarter of 2026:

	Fiscal quarters ended
		3rd Quarter 2025				4th Quarter 2025				1st Quarter 2026				2nd Quarter 2026				3rd Quarter 2026
Days sales outstanding ("DSO")(a)		53				48				41				38				35
Days inventory outstanding ("DIO")(b)		108				107				106				102				101
Days payable outstanding ("DPO")(c)		(31	)			(30	)			(31	)			(30	)			(30	)
Cash conversion cycle		130				125				116				110				106

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.

Cash paid for property and equipment for the nine fiscal months ended October 3, 2026 was $253.4 million, as compared to $178.5 million for the nine fiscal months ended September 27, 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.  Capital expenditures for the full year 2026 are now expected to be in the range of $350 million to $400 million, due to extended lead times on equipment deliveries and installation.

Free cash flow for the nine fiscal months ended October 3, 2026 increased versus the nine fiscal months ended September 27, 2025.  Free cash flow for the nine fiscal months ended October 3, 2026 was positively impacted by increased net earnings and additional net cash inflows related to our account receivable securitization program.  During the fourth fiscal quarter, we plan to significantly reduce our accounts receivable securitization program, which will result in negative free cash flow in the quarter.  In the near-term, we expect that free cash flow will also continue to be 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 October 3, 2026 and December 31, 2025 (in thousands):

		October 3, 2026				December 31, 2025
Credit facility	$	-			$	219,000
Convertible senior notes, due 2030		750,000				750,000
Deferred financing costs		(14,518	)			(18,107	)
Total debt		735,482				950,893
Cash and cash equivalents		1,139,887				514,966
Short-term investments		5,304				265
Net cash and short-term investments (debt)	$	409,709			$	(435,662	)

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"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).  Following the completion of our public offering on July 1, 2026, we have increased excess cash available to invest in such instruments, although most of our cash remains invested in instruments with maturities less than 90 days for greater short-term flexibility and due to the current interest rate environment.

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 October 3, 2026, $494.1 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries.  A portion of the cash generated from the public offering of our common stock completed on July 1, 2026, was held in the U.S. as of October 3, 2026, and will be deployed to execute our global strategic priorities.  As of October 3, 2026, we have approximately $535.2 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 $79.3 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.   

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 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 October 3, 2026.  Our interest coverage ratio and net leverage ratio were 14.12 to 1 and 1.21 to 1, respectively.  We expect to continue to be in compliance with these covenants based on current projections.  The full capacity of the credit facility is available to be used as of October 3, 2026.

42

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 (the "2030 Notes") 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 1.76 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 1.85% (including the applicable credit spread), and the undrawn commitment fee is 0.30% 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 no amount outstanding at October 3, 2026.  We borrowed $384 million and repaid $603 million on the revolving credit facility during the nine fiscal months ended October 3, 2026.  The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $182 million and the highest amount outstanding at a fiscal month end was $319 million during the nine fiscal months ended October 3, 2026.  In the third fiscal quarter of 2026, we used a portion of the net proceeds from the public offering of our common stock completed on July 1, 2026, to fully repay the outstanding balance on our revolving credit facility.  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 2030 Notes were convertible in the third fiscal quarter of 2026 based on the July 4, 2026 evaluation of the conversion criteria as the sales price of our common stock exceeded 130% of the conversion price for the applicable period.  Based on the October 3, 2026 evaluation of the conversion criteria, the 2030 Notes are no longer convertible.  Pursuant to the indenture governing the 2030 Notes, we will satisfy our conversion obligations by paying $1,000 cash per $1,000 principal amount of converted notes and settle any additional amounts due in cash and/or common stock, at our election.  In the third fiscal quarter of 2026, a holder of the 2030 Notes converted seven notes.  The conversion will be settled in the fourth fiscal quarter of 2026.  The principal, $7 thousand, will be paid in cash and any additional amounts owed paid in common stock.  We have the ability to finance a certain amount of any converted 2030 Notes with borrowings from our long-term revolving credit facility.

43

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026, describes our exposure to market risks.  There have been no material changes to our market risks since December 31, 2025.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

44

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 3 of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026 describes certain of our legal proceedings.  There have been no material developments to the legal proceedings previously disclosed.

Item 1A. Risk Factors

There have been no material changes to the risk factors we previously disclosed under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended October 3, 2026, the individuals listed below serving as directors (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted trading arrangements for the sale of the Company's securities as described in Item 408 of Regulation S-K of the Securities Act.  The material terms of the plans which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act ("Rule 10b5-1 Plan"), are as follows:

Michael Cody, Director, adopted a Rule 10b5-1 Plan on August 12, 2026.  Under this plan, an aggregate of 4,000 shares of common stock, net of any portion of such shares which are surrendered to the Company or sold to cover withholding taxes, may be sold before the plan expires on August 6, 2027.

Ruta Zandman, Director, terminated her Rule 10b5-1 Plan, which had been adopted on June 11, 2026, on August 12, 2026.  Mrs. Zandman subsequently adopted a new Rule 10b5-1 Plan on September 17, 2026.  Under the new plan, an aggregate of 78,507 shares of common stock, net of any portion of such shares which are surrendered to the Company or sold to cover withholding taxes, may be sold before the plan expires on December 17, 2027.

Item 6. Exhibits

31.1	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Joel Smejkal, Chief Executive Officer.
31.2	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - David E. McConnell, Chief Financial Officer.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Joel Smejkal, Chief Executive Officer.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David E. McConnell, Chief Financial Officer.
101	Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended October 3, 2026, filed in iXBRL (Inline eXtensible Business Reporting Language)).
104	Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101)

____________

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VISHAY INTERTECHNOLOGY, INC.

/s/ David E. McConnell

David E. McConnell

Executive Vice President and Chief Financial Officer

(as a duly authorized officer and principal financial officer)

/s/ David L. Tomlinson

David L. Tomlinson

Senior Vice President - Chief Accounting Officer

(as a duly authorized officer and principal accounting officer)

Date:  November 4, 2026

46

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