Vishay (NYSE: VSH) prices 15M-share stock sale, expects $830M net
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Vishay Intertechnology entered into an underwriting agreement to sell 15,000,000 shares of its common stock at a public offering price of $50.00 per share. The underwriters’ 30-day option to purchase up to an additional 2,250,000 shares was exercised in full.
The company expects net proceeds of approximately $830.3 million after underwriting discounts, commissions and estimated expenses. Vishay plans to use the cash to accelerate growth initiatives and for general corporate purposes, including reducing borrowings under its senior secured credit facility. The offering, made under an automatic shelf registration statement on Form S-3, is expected to close on July 1, 2026, subject to customary conditions.
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Insights
Vishay raises about $830M in equity to fund growth and cut debt.
Vishay Intertechnology is conducting an underwritten public offering of 15,000,000 common shares at $50.00 per share, with underwriters exercising an additional 2,250,000-share option. This results in expected net proceeds of about $830.3 million, a sizable equity raise.
The company states it will use proceeds to accelerate growth initiatives and for general corporate purposes, including reducing borrowings under its senior secured credit facility. That mix can strengthen the balance sheet while funding expansion, but also increases the share count, so overall impact depends on future returns from these investments.
The transaction is issued off an automatic shelf registration on Form S-3, with closing expected on July 1, 2026 subject to customary conditions. Subsequent disclosures in periodic reports may clarify how much debt is repaid and which growth projects receive funding.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Primary shares offered: 15,000,000 shares
Underwriters’ option shares: 2,250,000 shares
Public offering price: $50.00 per share
+5 more
8 metrics
Primary shares offered
15,000,000 shares
Common stock in underwritten public offering
Underwriters’ option shares
2,250,000 shares
30-day option, exercised in full
Public offering price
$50.00 per share
Price to the public for common stock
Gross proceeds
$750.0 million
From 15,000,000 shares at $50.00 per share
Net proceeds
$830.3 million
After underwriting discounts, commissions and estimated expenses
Shelf registration date
June 29, 2026
Automatic shelf registration statement on Form S-3 filed
Expected closing date
July 1, 2026
Planned closing of the underwritten offering
Proposed option value
$112.5 million
Value of additional shares in initial proposed offering
Key Terms
underwriting agreement, underwritten public offering, automatic shelf registration statement, prospectus supplement, +2 more
6 terms
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
underwritten public offering financial
"announced that it has commenced an underwritten public offering of $750.0 million of shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
automatic shelf registration statement regulatory
"offered and sold pursuant to an automatic shelf registration statement (File No. 333-297116)"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"a preliminary prospectus supplement, which was filed with the SEC on June 29, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
senior secured credit facility financial
"including to reduce current borrowings under its senior secured credit facility"
A senior secured credit facility is a loan or revolving line of credit where lenders have first legal claim on specific company assets (collateral) and the debt ranks above other obligations for repayment. For investors it signals where a lender sits in the repayment pecking order and how much protection creditors have if the company struggles, affecting credit costs, the company’s ability to borrow more, and potential recoveries in a default — like a mortgage taking priority over other claims on a house.
forward-looking statements regulatory
"contains certain forward-looking statements that are subject to known and unknown risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Details
secondary
Offering
Offering Type
secondary
Use of Proceeds
Accelerate growth initiatives and for general corporate purposes, including reducing borrowings under the senior secured credit facility.
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 29, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 610 -644-1300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered
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| Item 1.01. |
Entry Into a Material Definitive Agreement.
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On June 29, 2026, Vishay Intertechnology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan
Securities LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), to offer and sell 15,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at a public offering
price of $50.00 per share, less underwriting discounts and commissions (the “Offering”).
In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,250,000 shares of its Common Stock, at the same price
and on the same terms and conditions (the “Underwriters’ Option”), which the Underwriters exercised in full on June 30, 2026. The net proceeds from the Offering are expected to be approximately $830.3 million, after deducting underwriting discounts
and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to accelerate its
growth initiatives and for general corporate purposes, including to reduce current borrowings under its senior secured credit facility.
The shares of Common Stock described above are being offered and sold pursuant to an automatic shelf registration statement (File No. 333-297116) filed
with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026 that became automatically effective upon filing, including the
prospectus forming a part of the registration statement, and a preliminary prospectus supplement, which was filed with the SEC on June 29, 2026. A final prospectus supplement dated June 29, 2026 relating to and describing the terms of the Offering
was filed with the SEC on June 30, 2026.
The Offering is expected to close on July 1, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations and warranties contained in the Underwriting Agreement were
made only for the purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Troutman Pepper Locke LLP relating to the validity of the issuance and sale of the shares of Common Stock in the Offering is
filed herewith as Exhibit 5.1.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there
be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Other Events.
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On June 29, 2026, the Company issued a press release announcing the launch of the Offering, and on June 29, 2026, the Company issued a press release
announcing the pricing of the Offering. A copy of each such press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and each is hereby incorporated by reference herein.
Special Note Regarding Forward-looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the closing date of the Offering, the anticipated use of the proceeds from the Offering, and
the risks set forth under the heading “Risk Factors” in the final prospectus supplement for the Offering and risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other reports filed from time to time
with the SEC. The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K, except as required by law.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated June 29, 2026, between Vishay Intertechnology, Inc. and J.P. Morgan Securities LLC, as representative of the several
underwriters named therein.
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5.1
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Opinion of Troutman Pepper Locke LLP.
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23.1
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Consent of Troutman Pepper Locke LLP (included as part of Exhibit 5.1 hereto).
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99.1
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Press Release, dated June 29, 2026, announcing the launch of the Offering.
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99.2
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Press Release, dated June 29, 2026, announcing the pricing of the Offering.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Vishay Intertechnology, Inc.
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Date: July 1, 2026
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By:
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/s/ David L. Tomlinson
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David L. Tomlinson
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Senior Vice President – Chief Accounting Officer
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Exhibit 99.1
Vishay Intertechnology Announces Proposed Offering of $750 Million of Common Stock
MALVERN, PA – June 29, 2026 - Vishay Intertechnology, Inc. (the “Company,” “Vishay”) (NYSE: VSH) today announced that it has commenced
an underwritten public offering of $750.0 million of shares of its common stock. In connection with the proposed offering, Vishay expects to grant the underwriters a 30-day option to purchase up to an additional $112.5 million of shares of its
common stock. All of the shares are being offered by Vishay. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or
terms of the offering.
Vishay intends to use the net proceeds from the proposed offering to accelerate its growth initiatives and for general corporate
purposes, including to reduce current borrowings under its senior secured credit facility. J.P. Morgan is acting as lead book-running manager for the proposed offering. Needham & Company, Oppenheimer & Co., Raymond James, TD Cowen and
Truist Securities are also serving as book-running managers. Fifth Third Securities, MUFG, Santander and UniCredit are serving as co-managers.
The proposed offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed
with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026 and automatically became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering have been filed with the
SEC and are available for free on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained, when available from: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vishay
Vishay 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. Serving customers worldwide, Vishay is The DNA of tech.® Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH).
Forward-Looking Statements
This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, whether or not Vishay will offer the common stock or consummate the offering, the
anticipated terms of the offering, the anticipated use of the proceeds from the offering, and the risks set forth under the heading “Risk Factors” in Vishay’s Annual Report on Form 10-K for the year ended December 31, 2025, most recent Form 10-Q
and other reports filed from time to time with the SEC. Vishay does not undertake any obligation to publicly update any forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required
by law.
The DNA of tech® is a trademark of Vishay Intertechnology.
Contact::
Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
Exhibit 99.2
Vishay Intertechnology Announces Pricing of Public Offering of Common Stock
MALVERN, PA – June 29, 2026 - Vishay Intertechnology, Inc. (the “Company,” “Vishay”) (NYSE: VSH) today announced the pricing of an
underwritten public offering of 15,000,000 shares of its common stock at a price to the public of $50 per share for total gross proceeds of approximately $750.0 million. In addition, Vishay granted the underwriters a 30-day option to purchase up to
an additional 2,250,000 shares of common stock at the public offering price, less underwriting discounts and commissions. All of the shares are being offered by Vishay. The offering is expected to close on July 1, 2026, subject to the satisfaction
of customary closing conditions.
Vishay intends to use the net proceeds from the offering to accelerate its growth initiatives and for general corporate purposes,
including to reduce current borrowings under its senior secured credit facility. J.P. Morgan is acting as lead book-running manager for the offering. Needham & Company, Oppenheimer & Co., Raymond James, TD Cowen and Truist Securities are
also serving as book-running managers. Fifth Third Securities, MUFG, Santander and UniCredit are serving as co-managers.
The offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was filed with the
U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026 and automatically became effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC, and a final
prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC, and all of which will be available for free on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may be obtained, when available from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vishay
Vishay 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. Serving customers worldwide, Vishay is The DNA of tech.® Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH).
Forward-Looking Statements
This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the closing date of the offering, the anticipated use of the proceeds from the offering, and
the risks set forth under the heading “Risk Factors” in Vishay’s Annual Report on Form 10-K for the year ended December 31, 2025, most recent Form 10-Q and other reports filed from time to time with the SEC. Vishay does not undertake any obligation
to publicly update any forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by law.
The DNA of tech® is a trademark of Vishay Intertechnology.
Contact::
Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
FAQ
What is Vishay Intertechnology (VSH) raising through its new stock offering?
Vishay Intertechnology is raising equity capital through an underwritten public offering of 15,000,000 common shares at $50.00 per share. With the underwriters’ option for 2,250,000 additional shares exercised, the company expects approximately $830.3 million in net proceeds after fees and expenses.
How will Vishay Intertechnology (VSH) use the net proceeds from the offering?
Vishay plans to use the net proceeds of about $830.3 million to accelerate its growth initiatives and for general corporate purposes. The company also specifically cites using a portion to reduce current borrowings under its senior secured credit facility, which can lower interest expense.
What are the key terms of Vishay Intertechnology’s (VSH) common stock offering?
The offering consists of 15,000,000 shares of common stock priced at $50.00 per share, for gross proceeds of about $750.0 million. Underwriters received and exercised a 30-day option for 2,250,000 additional shares at the same price, less underwriting discounts and commissions.
When is Vishay Intertechnology’s (VSH) stock offering expected to close?
The company states that the underwritten public offering of common stock is expected to close on July 1, 2026. Completion remains subject to the satisfaction of customary closing conditions typical for this type of capital markets transaction under the existing shelf registration statement.
Under which SEC registration is Vishay Intertechnology (VSH) conducting the offering?
The common stock offering is being conducted under an automatic shelf registration statement on Form S-3 filed on June 29, 2026. A base prospectus, preliminary prospectus supplement, and final prospectus supplement describe the specific terms and are filed with the U.S. Securities and Exchange Commission.
Who is managing Vishay Intertechnology’s (VSH) underwritten stock offering?
J.P. Morgan Securities LLC is acting as lead book-running manager for the offering. Additional book-running managers include Needham & Company, Oppenheimer & Co., Raymond James, TD Cowen and Truist Securities, with Fifth Third Securities, MUFG, Santander and UniCredit serving as co-managers.