Littelfuse Inc 10-Q for FY2026 Q1
Littelfuse Inc /De (LFUS)
10-Q
2026-05-06
For: 2026-03-28
View Original
Added on
May 06, 2026
About this 10-Q
Littelfuse Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 28, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $656.97M
- up 18.5% from $554.31M a year earlier
- Net income
- $75.15M
- up 72.5% from net income of $43.57M a year earlier
- Diluted EPS
- $2.96
- up 69.1% from $1.75 a year earlier
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 March 28, 2026
OR
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 0-20388
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| | ||||||||
| (Address of principal executive offices) | (ZIP Code) | |||||||
Registrant’s telephone number, including area code: 773 -628-1000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of exchange on which registered | |||||||||||||||
| Global Select Market | |||||||||||||||||
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] 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 (Check one): Large accelerated filer [X] 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. Yes [ ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No [X ]
As of May 1, 2026, the registrant had outstanding 25,288,904 shares of Common Stock, net of Treasury Shares.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Condensed Consolidated Balance Sheets as of March 28, 2026 (unaudited) and December 27, 2025 | ||||||||
| Condensed Consolidated Statements of Operations for the three months ended March 28, 2026 (unaudited) and March 29, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Comprehensive Income for the three months ended March 28, 2026 (unaudited) and March 29, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Cash Flows for the three months ended March 28, 2026 (unaudited) and March 29, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 28, 2026 (unaudited) and March 29, 2025 (unaudited) | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
ITEM 1. FINANCIAL STATEMENTS
LITTELFUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | ||||||||||||||
| (in thousands, except share and per share data) | March 28, 2026 | December 27, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents (Note 1) | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
Trade receivables, less allowances of $ | ||||||||||||||
| Inventories (Note 3) | ||||||||||||||
| Prepaid income taxes and income taxes receivable | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Net property, plant, and equipment (Note 4) | ||||||||||||||
| Intangible assets, net of amortization (Note 5) | ||||||||||||||
| Goodwill (Note 5) | ||||||||||||||
| Investments | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Right of use lease assets | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities (Note 6) | ||||||||||||||
| Accrued income taxes | ||||||||||||||
| Current portion of long-term debt (Note 8) | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, less current portion (Note 8) | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Accrued post-retirement benefits | ||||||||||||||
| Non-current lease liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Commitments and contingencies (Note 15) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock, at cost: | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands, except per share data) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||||||||
| Restructuring, impairment, and other charges | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Foreign exchange (gain) loss | ( | |||||||||||||||||||||||||
| Other income, net | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income taxes | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | ||||||||||||||||||||||||
| Diluted | $ | $ | ||||||||||||||||||||||||
| Weighted-average shares and equivalent shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Pension and postemployment adjustments, net of tax | ||||||||||||||||||||||||||
| Cash flow hedges, net of tax | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | |||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization of intangibles | ||||||||||||||
| Deferred revenue | ( | |||||||||||||
| Impairment charges | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Loss on investments and other assets | ||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Other | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Trade receivables | ( | ( | ||||||||||||
| Inventories | ( | |||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued liabilities and income taxes | ( | ( | ||||||||||||
| Prepaid expenses and other assets | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Acquisitions of businesses, net of cash acquired | ( | ( | ||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ||||||||||||
| Net proceeds from sale of property, plant and equipment, and other | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Payments of senior notes payable | ( | |||||||||||||
| Repayments of other debts | ( | ( | ||||||||||||
| Payments of term loan | ( | ( | ||||||||||||
| Payments of revolving credit facility | ( | |||||||||||||
| Net proceeds related to stock-based award activities | ||||||||||||||
| Repurchases of common stock, with excise tax | ( | |||||||||||||
| Debt issuance costs | ( | |||||||||||||
| Cash dividends paid | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Decrease in cash, cash equivalents, and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Supplementary Cash Flow Information | ||||||||||||||
| Reconciliation of cash and cash equivalents: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in other long-term assets | ||||||||||||||
| Cash paid during the period for interest | ||||||||||||||
| Capital expenditures, not yet paid | ||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
| Littelfuse, Inc. Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share data) | Common Stock | Addl. Paid in Capital | Treasury Stock | Accum. Other Comp. Loss | Retained Earnings | Total | |||||||||||||||||||||||||||||||||||
| Balance at December 27, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Withheld shares on restricted share units for withholding taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | ||||||||||||||||||||||||||||||||||||||
Cash dividends paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at March 28, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Littelfuse, Inc. Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share data) | Common Stock | Addl. Paid in Capital | Treasury Stock | Accum. Other Comp. (Loss) Income | Retained Earnings | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 28, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-controlling interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Withheld shares on restricted share units for withholding taxes | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchases of common stock, with excise tax | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Cash dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
Notes to Condensed Consolidated Financial Statements
1. Summary of Significant Accounting Policies and Other Information
Nature of Operations
Founded in 1927, Littelfuse, Inc. ("Littelfuse" or the "Company") is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 17,000 global associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.
Basis of Presentation
The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of operations and comprehensive income, statements of cash flows, and statements of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.
Revenue Recognition
Revenue Disaggregation
The following tables disaggregate the Company’s revenue by primary business units for the three months ended March 28, 2026 and March 29, 2025:
| Three Months Ended March 28, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics Segment | Transportation Segment | Industrial Segment | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics – Passive Products and Sensors | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics – Semiconductor | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Vehicle Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Passenger Car Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Automotive Sensors | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 29, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics Segment | Transportation Segment | Industrial Segment | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics – Semiconductor | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics – Passive Products and Sensors | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Vehicle Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Passenger Car Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Automotive Sensors | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See Note 14, Segment Information, for net sales by segment and country.
8
Revenue Recognition
The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowances, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.
The Company has elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.
Revenue and Billing
The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.
Ship and Debit Program
Some of the terms of the Company's sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a "ship and debit" program. This program allows the distributors to debit the Company for the difference between the distributors' contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. When the Company approves such a reduction, the distributor is authorized to "debit" its account for the difference between the contracted price and the lower approved price. The Company establishes reserves for this program based on historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.
Return to Stock
The Company has a return to stock policy whereby certain customers, with prior authorization from the Company's management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historical activity. Sales revenue and cost of sales are reduced to anticipate estimated returns.
Volume Rebates
The Company offers volume-based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold.
9
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash at March 28, 2026 and December 27, 2025 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in other long-term assets | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
Recently Adopted Accounting Standards
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this update provide entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, the practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The guidance is effective for fiscal years beginning after December 15, 2025 with early adoption permitted. The adoption of ASU 2025-05 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The amendments in this update require the entity to start capitalizing software costs when both of the following criteria are met: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). The amendments clarify that the intangibles disclosures are not required for capitalized internal-use software costs. Additionally, the amendments in this update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs. The guidance is effective for fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity (a) disclose the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas producing activities ("DD&A") included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (i)-(v); (b) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (c) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; (d) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this guidance will increase the Company's disclosures in its Consolidated Financial Statements. The Company is currently evaluating the potential impact on the disclosures in the Company's Condensed Consolidated Financial Statements.
In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC. The Company may be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.
10
2. Acquisitions
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Condensed Consolidated Financial Statements from the date of the acquisition.
Basler Electric
On December 11, 2025, the Company completed the acquisition of Basler Electric Company ("Basler"). Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center. At the time of acquisition, Basler had annualized sales of approximately $130 million. The business is reported within the Company’s Industrial segment. The purchase price for Basler was $361.7 million and is subject to a working capital adjustment.
The Company financed the transaction with cash on hand. The total purchase consideration of $352.8 million, net of cash acquired, has been allocated, on a preliminary basis, based on estimated fair values of assets acquired and liabilities assumed. The purchase price allocation is preliminary because the determination of the fair value of the net assets acquired, including the third-party valuation of acquired tangible assets, is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable.
The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Basler acquisition:
| (in thousands) | Purchase Price Allocation | ||||
| Total purchase consideration: | |||||
| Cash, net of cash acquired | $ | ||||
| Allocation of consideration to assets acquired and liabilities assumed: | |||||
| Trade receivables, net | |||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant, and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Other long-term assets | |||||
| Current liabilities | ( | ||||
| Other long-term liabilities | ( | ||||
| $ | |||||
All Basler assets and liabilities were recorded in the Industrial segment and are primarily reflected in the North America geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Basler’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Basler acquisition is expected to be deductible for tax purposes.
During the three months ended March 28, 2026, the Company made adjustments to reduce the fair value of intangible assets of $5.0 million, current liabilities of $3.2 million, inventories of $2.6 million, trade receivables of $2.1 million, property, plant, and equipment of $1.7 million, other long-term assets of $1.6 million, and increase in other current assets of $1.2 million. As a result of these adjustments, goodwill was increased by $8.6 million. The Company paid $2.5 million of indebtedness as part of the purchase consideration during the three months ended March 28, 2026.
As required by purchase accounting guidance, the Company recorded a $6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is being amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026, as the acquired inventory is sold, and reflected as other non-segment costs. The Company recognized a non-cash charge of $5.4 million to cost of goods sold during the three months ended March 28, 2026. There is no future remaining amortization of this step-up of inventory as of March 28, 2026.
11
For the three months ended March 28, 2026, the Company recorded $0.5 million legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs. A total of $3.0 million of legal and professional fees related to the Basler acquisition was recognized since 2025. These costs were reflected as other non-segment costs.
Dortmund Fab
On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.
The acquisition was funded with cash on hand. The total purchase consideration of $95.9 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.
The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:
| (in thousands) | Purchase Price Allocation | ||||
| Total purchase consideration: | |||||
| Cash, net of cash acquired | $ | ||||
| Allocation of consideration to assets acquired and liabilities assumed: | |||||
| Trade receivables | |||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant, and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Other long-term assets | |||||
| Current liabilities | ( | ||||
| Other long-term liabilities | ( | ||||
| $ | |||||
All Dortmund Fab assets and liabilities were recorded in the Electronics segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Dortmund Fab’s products and technology with the Company’s existing semiconductor products portfolio. Goodwill resulting from the Dortmund Fab acquisition is expected to be deductible for tax purposes.
As required by purchase accounting guidance, the Company recorded a $0.5 million step-down of inventory to its fair value as of the acquisition date based on the valuation. The step-down was fully amortized as a non-cash credit to cost of sales during the first fiscal quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.
During the three months ended March 29, 2025, the Company did not incur any legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. A total of $3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023. These costs were reflected as other non-segment costs.
Pro Forma Results
The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Basler and Dortmund Fab as though the acquisitions had occurred as of December 31, 2023. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Basler and Dortmund Fab acquisitions occurred as of December 31, 2023, or of future consolidated operating results.
12
| For the Three Months Ended | ||||||||||||||||||||||||||
| (in thousands, except per share amounts) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Net income per share — basic | ||||||||||||||||||||||||||
| Net income per share — diluted | ||||||||||||||||||||||||||
Pro forma results presented above primarily reflect the following adjustments:
| For the Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Amortization (a) | $ | $ | ( | |||||||||||||||||||||||
| Depreciation | ( | |||||||||||||||||||||||||
| Amortization of inventory adjustments (b) | ( | |||||||||||||||||||||||||
| Transaction costs (c) | ( | |||||||||||||||||||||||||
| Income tax (expense) benefit of above items | ( | |||||||||||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||||||||
(a) The amortization adjustment for the three months ended March 29, 2025, primarily reflects amortization resulting from the measurement of intangibles at their fair values.
(b) The amortization of inventory adjustments reflects the reversal of the amount recognized during the three months ended March 28, 2026 and March 29, 2025. The inventory adjustment related to the Basler acquisition is being amortized over three months as the inventory is sold. The inventory adjustment related to the Dortmund Fab acquisition was fully amortized over two months as the inventory was sold during 2025.
(c) The transaction costs adjustment reflects the reversal of certain legal and professional fees related to the Basler and Dortmund acquisitions for the three months ended March 28, 2026 and March 29, 2025, respectively
3. Inventories
The components of inventories at March 28, 2026 and December 27, 2025 were as follows:
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventory reserves | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
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4. Property, Plant, and Equipment, net
The components of net property, plant, and equipment at March 28, 2026 and December 27, 2025 were as follows:
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Land and land improvements | $ | $ | ||||||||||||
| Building and building improvements | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Accumulated depreciation and amortization | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
The Company recorded depreciation expense of $19.0 million and $18.4 million for the three months ended March 28, 2026 and March 29, 2025, respectively, in Cost of sales, Selling, general, and administrative expenses, and Research and development expenses in the Condensed Consolidated Statements of Operations.
5. Goodwill and Other Intangible Assets
The amounts for goodwill and changes in the carrying value by segment for the three months ended March 28, 2026 were as follows:
| (in thousands) | Electronics | Transportation | Industrial | Total | ||||||||||||||||||||||
Net goodwill as of December 27, 2025 | ||||||||||||||||||||||||||
Gross goodwill as of December 27, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
Accumulated impairment losses as of December 27, 2025 | ( | ( | ( | ( | ||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
Changes during 2026: | ||||||||||||||||||||||||||
| Adjustments (a) | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ( | ||||||||||||||||||||||
Net goodwill as of March 28, 2026 | ||||||||||||||||||||||||||
Gross goodwill as of March 28, 2026 | ||||||||||||||||||||||||||
Accumulated impairment losses as of March 28, 2026 | ( | ( | ( | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(a) The adjustments were related to the acquisition of Basler.
The components of intangible assets as of March 28, 2026 and December 27, 2025 were as follows:
| As of March 28, 2026 | |||||||||||||||||||||||
| (in thousands) | Gross Carrying Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||
| Land use rights | $ | $ | $ | ||||||||||||||||||||
| Patents, licenses, and software | |||||||||||||||||||||||
| Distribution network | |||||||||||||||||||||||
| Customer relationships, trademarks, and tradenames | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
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As of December 27, 2025 | |||||||||||||||||
| (in thousands) | Gross Carrying Value | Accumulated Amortization | Net Book Value | ||||||||||||||
| Land use rights | $ | $ | $ | ||||||||||||||
| Patents, licenses, and software | |||||||||||||||||
| Distribution network | |||||||||||||||||
| Customer relationships, trademarks, and tradenames | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The intangible assets of $145.0 million acquired from the Basler acquisition, the components of which were as follows:
| 2026 | |||||||||||
| (in thousands, except weighted average useful life) | Weighted Average Useful Life (Years) | Amount | |||||||||
| Basler | |||||||||||
| Patents, developed technology | $ | ||||||||||
| Customer relationships, trademarks, and tradenames | |||||||||||
| Total | $ | ||||||||||
During the three months ended March 28, 2026 and March 29, 2025, the Company recorded amortization expense of $16.5 million and $14.3 million, respectively.
Estimated annual amortization expense related to intangible assets with definite lives as of March 28, 2026 was as follows:
(in thousands) | Amount | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total | $ | ||||
15
6. Accrued Liabilities
The components of accrued liabilities as of March 28, 2026 and December 27, 2025 were as follows:
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Employee-related liabilities | $ | $ | ||||||||||||
| Current lease liability | ||||||||||||||
| Other non-income taxes | ||||||||||||||
| Restructuring liability | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Professional services | ||||||||||||||
| Interest | ||||||||||||||
| Other customer reserves | ||||||||||||||
| Current benefit liability | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
Employee-related liabilities consist primarily of payroll, sales commissions, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other customer-related liabilities.
7. Restructuring, Impairment, and Other Charges
The Company recorded restructuring, impairment, and other charges for the three months ended March 28, 2026 and March 29, 2025 as follows:
| Three Months Ended March 28, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics | Transportation | Industrial | Total | |||||||||||||||||||||||||||||||||||||||||||
| Employee terminations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 29, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics | Transportation | Industrial | Total | |||||||||||||||||||||||||||||||||||||||||||
| Employee terminations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Other restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Total restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
2026
For the three months ended March 28, 2026, the Company recorded total restructuring charges of $7.4 million, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions for the semiconductor business within the Electronics segment and the reorganization of certain manufacturing, selling and administrative functions for the commercial vehicle business within the Transportation segment.
2025
For the three months ended March 29, 2025, the Company recorded total restructuring charges of $8.9 million, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and corporate support functions for the semiconductor business within the Electronics segment, and across all businesses within the Transportation segment. In addition, during the first fiscal quarter of 2025, the Company recognized a $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.
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The restructuring reserves as of March 28, 2026 and December 27, 2025 were $7.1 million and $6.0 million, respectively, included within Accrued liabilities. Additionally, $0.2 million and $0.3 million were included within Other long-term liabilities in the Condensed Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025, respectively. The Company anticipates the remaining payments associated with employee terminations will primarily be completed during fiscal year 2026.
8. Debt
The carrying amounts of debt at March 28, 2026 and December 27, 2025 were as follows:
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Revolving credit facility | $ | $ | ||||||||||||
| Term loan | ||||||||||||||
| Euro Senior Notes, Series B due 2028 | ||||||||||||||
| U.S. Senior Notes, Series B due 2027 | ||||||||||||||
| U.S. Senior Notes, Series B due 2030 | ||||||||||||||
| U.S. Senior Notes, due 2032 | ||||||||||||||
| Other | ||||||||||||||
| Unamortized debt issuance costs | ( | ( | ||||||||||||
| Total debt | ||||||||||||||
| Less: Current maturities | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
Revolving Credit Facility and Term Loan
On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $300 million unsecured term loan credit facility; (ii) increasing the size of the revolving credit facility from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the Existing Credit Agreement with $200 million borrowing under the revolving credit facility under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.
The principal balance of the revolving credit facility is due on the Maturity Date. The revolving loan balances under the Credit Facility were $200.0 million as of March 28, 2026. Prior to entering into the Credit Agreement, the Company paid off $100.0 million of the revolving loan and $3.8 million of the term loan under the Existing Credit Agreement during the first quarter of 2026.
Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either (i) Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00 % to 1.75 %, based upon the Company's Consolidated Leverage Ratio, as defined in the Credit Agreement or (ii) the bank’s Base Rate, as defined in the Credit Agreement, plus 0.00 % to 0.75 %, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10 % to 0.175 %, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.
Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a
17
notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.
As of March 28, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88 % on the hedged portion.
As of March 28, 2026, the Company had $1.2 million outstanding letters of credit and had $598.8 million of borrowing capacity available under the revolving credit facility. As of March 28, 2026, the Company was in compliance with all covenants under the Credit Agreement.
Debt Issuance Cost
During the three months ended March 28, 2026, the Company incurred debt issuance costs of $2.2 million in connection with the newly amended and restated Credit Agreement completed on March 12, 2026 which, along with the remaining eligible balance of debt issuance costs of the previous credit facility, are being amortized over the 5 year life of the newly amended and restated Credit Agreement.
Senior Notes
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14 % Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83 % Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). During the fiscal year ended December 30, 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03 % Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74 % Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $25 million of U.S. Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48 % Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78 % Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first fiscal quarter of 2025, the Company paid off $50 million of U.S. Senior Notes, Series A, due 2025. Interest on the U.S. Senior Notes, Series B due 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.
On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.
On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $100 million in aggregate principal amount of 4.33 % Senior Notes, due June 30, 2032 (“U.S. Senior Notes due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.
The Senior Notes have not been registered under the Securities Act of 1933 ("Securities Act"), or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that
18
would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. As of March 28, 2026, the Company was in compliance with all covenants under the Senior Notes.
The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control.
Interest paid on all Company debt was $10.5 million and $12.2 million for the three months ended March 28, 2026 and March 29, 2025, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.
9. Fair Value of Assets and Liabilities
For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:
Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2—Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable or can be corroborated by observable market data;
Level 3—Valuations based upon one or more significant unobservable inputs.
There were no transfers in or out of Level 1, Level 2 or Level 3 during the period.
Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.
Cash Equivalents
Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings and are highly liquid. The Company classified cash equivalents as Level 1 and were valued at cost, which approximates fair value.
Investments in Equity Securities
Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets.
19
Derivatives Designated as Hedging Instruments
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. For highly effective cash flow hedges, ASC 815 requires the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income. No amount of ineffectiveness was recognized for the three months ended March 28, 2026. The Company continues to assess the effectiveness of the hedges on an ongoing basis. The Company does not enter into derivative financial instruments for trading purposes.
Cross-Currency Swap Agreement
In February 2026, the Company entered into a fixed-to-fixed cross currency swaps to mitigate foreign currency risk exposure related to fluctuations between the Euro and the U.S. dollar. These instruments were designated as net investment hedges to offset the impact of EUR-USD exchange rate volatility associated with the Company's net investments in certain foreign entities. The fair value of the cross-currency swaps was determined using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as net investment hedges are deferred in the foreign currency translation adjustment within accumulated other comprehensive loss. Gains or losses deferred in accumulated other comprehensive loss are reclassified into earnings at the time the underlying hedged net investment is disposed of or substantially liquidated. The Company applied cross-currency swap net investment hedge designation under spot method. Under this method, the Company is allowed to recognize interest income from the spot‑forward differential on a straight‑line basis over the term of the swap agreement, and the spot‑forward differential is excluded from the assessment of hedge effectiveness. For the three months ended March 28, 2026, the Company recorded a pre-tax unrealized gain on the cross-currency swaps of $2.3 million. The primary inputs into the valuation of the cross-currency swaps are interest rate yield curves, foreign exchange rates, cross-currency basis spreads, credit spreads and other market information. The cross-currency swaps are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data. As of March 28, 2026, the Company had outstanding cross-currency swap agreements designated as net investment hedges with an aggregate notional value of €84.7 million on the pay leg and $100.0 million on the receive leg.
Zero Cost Collar Agreement
In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S. dollar and Mexican peso. These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses. If the spot rate is between the weighted-average ceiling and floor rates on the date of maturity, then the Company would not owe or receive any payments under these collars. The Company plans to continue executing zero cost collars with 14-month rolling maturities as an ongoing strategy to hedge peso-denominated manufacturing expenses. The trade entry date, maturity date, weighted-average floor, and weighted-average ceiling for each collar trade was as follows:
20
| Trade Entry Date | Trade Maturity Date | Weighted-Average Floor | Weighted-Average Ceiling | ||||||||
| July 3, 2024 | August 29, 2025 | ||||||||||
| August 5, 2024 | September 29, 2025 | ||||||||||
| September 3, 2024 | November 3, 2025 | ||||||||||
| September 30, 2024 | November 26, 2025 | ||||||||||
| November 4, 2024 | January 2, 2026 | ||||||||||
| December 3, 2024 | February 2, 2026 | ||||||||||
| January 2, 2025 | March 2, 2026 | ||||||||||
| February 6, 2025 | March 30, 2026 | ||||||||||
| April 9, 2025 | June 1, 2026 | ||||||||||
| May 1, 2025 | June 29, 2026 | ||||||||||
| June 4, 2025 | August 3, 2026 | ||||||||||
| July 2, 2025 | August 31, 2026 | ||||||||||
| August 5, 2025 | September 29, 2026 | ||||||||||
| September 2, 2025 | November 2, 2026 | ||||||||||
| September 30, 2025 | November 30, 2026 | ||||||||||
| November 4, 2025 | January 4, 2027 | ||||||||||
| November 26, 2025 | February 2, 2027 | ||||||||||
| January 6, 2026 | March 1, 2027 | ||||||||||
| February 4, 2026 | April 5, 2027 | ||||||||||
| March 4, 2026 | May 3, 2027 | ||||||||||
The fair value of the collars was determined using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings. For the three months ended March 28, 2026, the Company recorded pre-tax unrealized losses on the collars of $4.0 million. As of March 28, 2026, the Company estimates that approximately $3.2 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The amounts included in accumulated other comprehensive income will be reclassified to earnings should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the three months ended March 28, 2026. The Company will continue to assess the effectiveness of the hedge on an ongoing basis. The primary inputs into the valuation of the collars are interest yield curves, interest rate volatilities, foreign exchange rates, foreign exchange volatilities, credit risk, credit spreads and other market information. The collars are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.
Interest Rate Swap
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings. For the three months ended March 28, 2026, the Company recorded a pre-tax unrealized gain on the interest rate swap of $0.8 million. As of March 28, 2026, the Company estimates that approximately $1.9 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data.
The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting its counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives.
21
As of March 28, 2026 and December 27, 2025, the fair values of the Company's derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:
(in thousands) | Condensed Consolidated Balance Sheets Classification | March 28, 2026 | December 27, 2025 | ||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||
| Interest rate swap agreement: | |||||||||||||||||||||||
| Designated as cash flow hedge | Prepaid expenses and other current assets | $ | $ | ||||||||||||||||||||
| Other long-term assets | |||||||||||||||||||||||
| Zero cost collar agreement: | |||||||||||||||||||||||
| Designated as cash flow hedge | Prepaid expenses and other current assets | $ | $ | ||||||||||||||||||||
| Other long-term assets | |||||||||||||||||||||||
| Accrued liabilities | |||||||||||||||||||||||
| Other long-term liabilities | |||||||||||||||||||||||
| Cross-currency swap agreement: | |||||||||||||||||||||||
| Designated as net investment hedge | Prepaid expenses and other current assets | $ | $ | ||||||||||||||||||||
| Other long-term assets | |||||||||||||||||||||||
The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three months ended March 28, 2026 and March 29, 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| (in thousands) | Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Operations | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap agreement | Interest expense | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Zero cost collar agreement | Cost of sales | ( | ||||||||||||||||||||||||||||||
| Zero cost collar agreement | Selling, general, and administrative expenses | ( | ||||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swap agreement | Interest expense | $ | ( | $ | ||||||||||||||||||||||||||||
The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 28, 2026 and March 29, 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | ||||||||||||||||||||||||||
| Interest rate swap agreement | $ | ( | $ | |||||||||||||||||||||||
| Zero cost collar agreement | ( | |||||||||||||||||||||||||
| Derivatives designated as net investment hedges | ||||||||||||||||||||||||||
| Cross-currency swap agreement | $ | ( | $ | |||||||||||||||||||||||
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Mutual Funds
The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets in the Condensed Consolidated Balance Sheets.
There were no changes during the quarter ended March 28, 2026 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of March 28, 2026 and December 27, 2025, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.
The following table presents assets measured at fair value by classification within the fair value hierarchy as of March 28, 2026:
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| (in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Investments in equity securities | ||||||||||||||||||||||||||
| Mutual funds | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 27, 2025:
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| (in thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Investments in equity securities | ||||||||||||||||||||||||||
| Mutual funds | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, trade receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and trade receivable approximate their fair values. The Company’s revolving and term loan debt facilities' fair values approximate book value at March 28, 2026 and December 27, 2025, as the rates on these borrowings are variable in nature. The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value for certain assets acquired and liabilities assumed in business acquisitions.
The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series B, as of March 28, 2026 and December 27, 2025 were as follows:
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| March 28, 2026 | December 27, 2025 | |||||||||||||||||||||||||
| (in thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||||
| Euro Senior Notes, Series B due 2028 | $ | $ | $ | $ | ||||||||||||||||||||||
| USD Senior Notes, Series B due 2027 | ||||||||||||||||||||||||||
| USD Senior Notes, Series B due 2030 | ||||||||||||||||||||||||||
| USD Senior Notes, due 2032 | ||||||||||||||||||||||||||
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10. Benefit Plans
The Company has Company-sponsored and mandatory defined benefit pension plans covering employees in the United Kingdom ("U.K."), Germany, the Philippines, China, Japan, Mexico, Italy, and France. The amount of the retirement benefits provided under the plans is generally based on years of service and final average pay.
The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other income, net in the Condensed Consolidated Statements of Operations. The components of net periodic benefit cost for the three months ended March 28, 2026 and March 29, 2025 were as follows:
| For the Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Components of net periodic benefit cost: | ||||||||||||||||||||||||||
| Service cost | $ | $ | ||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of prior service and net actuarial loss | ||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | ||||||||||||||||||||||||
The Company expects to make approximately $1.5 million of contributions to the plans and pay $2.3 million of benefits directly in 2026.
On October 4, 2024, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay pension payments to the Company’s United Kingdom pension plan to match required pension payments until a later buyout, at which point the insurance company will directly pay and administer the benefits to the plan's participants, or to their designated beneficiaries. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $25 million, representing approximately 31 % of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand. In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in the third quarter of 2026 estimated between $6 million and $8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.
The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. The Company recorded expense of $0.8 million and $0.7 million for the three months ended March 28, 2026 and March 29, 2025, respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Operations. The pre-tax losses recognized in other comprehensive income (loss) for these plans were $0.3 million and $0.4 million for the three months ended March 28, 2026 and March 29, 2025, respectively.
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11. Other Comprehensive Income (Loss)
Changes in other comprehensive income (loss) by component were as follows:
| (in thousands) | Three Months Ended March 28, 2026 | Three Months Ended March 29, 2025 | ||||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | |||||||||||||||||||||||||||||||||
| Defined benefit pension plan and other adjustments | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| Cash flow hedges | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments-Net investment hedge | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments (a) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Total foreign currency translation adjustments | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Total change in other comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||
(a) The tax shown above within foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries, which have been previously taxed in the U.S. and are not permanently reinvested.
The following tables set forth the changes in the components of accumulated other comprehensive income (loss) by component for the three months ended March 28, 2026 and March 29, 2025:
| (in thousands) | Pension and postretirement liability and reclassification adjustments | Cash flow hedges | Total foreign currency translation adjustments | Accumulated other comprehensive loss | ||||||||||||||||||||||
| Balance at December 27, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Activity in the period | ( | ( | ( | |||||||||||||||||||||||
| Balance at March 28, 2026 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| (in thousands) | Pension and postretirement liability and reclassification adjustments | Cash flow hedges | Total foreign currency translation adjustments | Accumulated other comprehensive (loss) income | ||||||||||||||||||||||
| Balance at December 28, 2024 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Activity in the period | ||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to earnings for the three months ended March 28, 2026 and March 29, 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Pension and postemployment plans: | ||||||||||||||||||||||||||
| Amortization of prior service and net actuarial loss, and other | $ | $ | ||||||||||||||||||||||||
The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Operations.
12. Income Taxes
The effective tax rate for the three months ended March 28, 2026 was 22.3 % compared to the effective tax rate for the three months ended March 29, 2025 of 27.3 %. The effective tax rate for 2026 was lower than the effective tax rate for the
26
comparable 2025 period primarily due to lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter of 2026.
The effective tax rate for three months ended March 28, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter. The effective tax rate for the three months ended March 29, 2025 was higher than the statutory tax rate primarily due to losses in non-US jurisdictions with no related tax benefit.
13. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands, except per share amounts) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income as reported | $ | $ | ||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Effect of dilutive securities | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Earnings Per Share: | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||||||||||||||
Potential shares of common stock attributable to performance share units, stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 39 and 340,710 for the three months ended March 28, 2026 and March 29, 2025, respectively.
Share Repurchase Program
14. Segment Information
The Company and its subsidiaries design, manufacture and sell components, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company aggregated its operating segments into the reportable segments: Electronics, Transportation, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information and as such, segment asset information is not disclosed. The CODM’s key decisions involve the allocation of resources, such as acquisitions, divestitures, investments, capital expenditures, significant customer contracts, and other key management resources, and assessment of performance, such as executive officer hiring, promotion, and compensation. The CODM uses operating income as the key metric when establishing targets in the annual budget and in evaluating the allocation of resources to each segment. The CODM regularly reviews each segment's operating income against the forecast, budget and previous quarterly results to assess performance and make decisions about the allocation of operating and capital resources to each segment.
27
Sales, marketing, and research and development expenses are charged directly into each operating segment. Finance, information technology, and human resources are shared functions that are allocated back to the operating segments. The Company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments current results, are not allocated but identified as “Other.” Additionally, the Company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole.
•Electronics Segment: Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, electromechanical switches and interconnect solutions, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes, and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, aerospace and defense, appliances, consumer electronics solutions, healthcare solutions, industrial equipment, energy storage, diversified industrials, grid and utility infrastructure, renewable energy, passenger vehicles, and commercial vehicles.
•Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicles, heavy-duty truck and bus, off-road and recreational vehicles, material handling, agricultural equipment, construction equipment and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engines, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, off-road and recreational vehicles, material handling, agriculture equipment, construction equipment, and ship, marine and train.
•Industrial Segment: Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use in various applications such as data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, grid and utility infrastructure, construction, renewable energy, HVAC, processing and extracting, and energy storage.
28
The Company has provided this segment information for comparable prior periods. Segment information is summarized as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
| Electronics | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total net sales | $ | $ | ||||||||||||||||||||||||
Other segment expenses (b) | ||||||||||||||||||||||||||
| Electronics | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total other segment expenses | $ | $ | ||||||||||||||||||||||||
| Segment operating income | ||||||||||||||||||||||||||
| Electronics | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total segment operating income | ||||||||||||||||||||||||||
Other (a) | ( | ( | ||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Foreign exchange (gain) loss | ( | |||||||||||||||||||||||||
| Other income, net | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | $ | $ | ||||||||||||||||||||||||
(a) Included in "Other" Operating income for the first fiscal quarter of 2026 was $7.4 million of restructuring charges primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the first quarter of 2026, the Company recognized $1.2 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in "Other" Operating income for the first quarter of 2025 was $8.9 million of restructuring charges primarily related to employee termination costs, and $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. During the first quarter of 2025, the Company recognized $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund acquisition, and $0.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.
(b) Other segment operating expenses include cost of sales, selling, general, and administration expenses, and research and development expenses. Other segment expenses are reconciled to the operating income of each segment. The CODM regularly assesses the performance of each operating segment focusing on each operating segment’s revenue and operating income.
29
The Company’s depreciation and amortization expenses by segment for the three months ended March 28, 2026 and March 29, 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
| Electronics | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total depreciation | $ | $ | ||||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||
| Electronics | $ | $ | ||||||||||||||||||||||||
| Transportation | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total amortization | $ | $ | ||||||||||||||||||||||||
The Company’s net sales by country were as follows, classified according to the country where the customer is located:
| Three Months Ended | ||||||||||||||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
| United States | $ | $ | ||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
Other countries (a) | ||||||||||||||||||||||||||
| Total net sales | $ | $ | ||||||||||||||||||||||||
The Company’s long-lived assets represent net property, plant, and equipment, and are classified according to the country where the asset is located. The Company's long-lived assets were as follows:
| (in thousands) | March 28, 2026 | December 27, 2025 | ||||||||||||
| Long-lived assets | ||||||||||||||
| United States | $ | $ | ||||||||||||
| China | ||||||||||||||
| Mexico | ||||||||||||||
| Germany | ||||||||||||||
| Philippines | ||||||||||||||
| Other countries | ||||||||||||||
| Total long-lived assets | $ | $ | ||||||||||||
30
The Company’s additions to net property, plant, and equipment by country were as follows:
| Three Months Ended | ||||||||||||||
| (in thousands) | March 28, 2026 | March 29, 2025 | ||||||||||||
| Additions to long-lived assets | ||||||||||||||
| United States | $ | $ | ||||||||||||
| China | ||||||||||||||
| Mexico | ||||||||||||||
| Germany | ||||||||||||||
| Philippines | ||||||||||||||
| Other countries | ||||||||||||||
| Total additions to long-lived assets | $ | $ | ||||||||||||
(a)Each country included in other countries was less than 10% of net sales.
15. Commitments and Contingencies
Off-Balance Sheet Arrangements
As of March 28, 2026, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Product Warranty Liabilities
The Company's policy is to accrue for warranty claims when a loss is both probable and estimable. Liabilities for warranty claims have historically not been material and in limited instances, customers may make claims for costs they incurred or other damages related to a claim.
The Company carries insurance for potential product liability claims at coverage levels based on the Company's prior claims experience. This coverage is subject to deductibles, and various terms and conditions. The Company cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in its businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust its insurance.
The Company has been notified by one of its customers of a product recall potentially due to certain fuses provided by Littelfuse and incorporated in such products. The Company is currently working with its customer to investigate the cause and level of responsibility for this recall. The Company has determined pursuant to ASC 450, "Contingencies", that a loss is reasonably possible. However, the Company continues to evaluate this matter and the ultimate costs of the recall and range of the potential loss cannot be determined at this time. Accordingly, no accrual has been made yet for this matter. Factors that will impact the amount of such losses include the per vehicle cost of fuse replacement, the determination of the relative liability among the customer, the Company, and any relevant third parties, as well as actual insurance recoveries.
Environmental Remediation Liabilities
The Company's operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and its employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. The Company could incur significant costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at its facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. The Company is, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving the Company or its operations.
Legal Proceedings
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In the ordinary course of business, the Company may be involved in a number of claims and litigation matters. While it is not feasible to predict the outcome of these matters, based upon the Company's experience and current information known, the Company does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on its results of operations, financial position, and/or cash flows.
The Company accounts for litigation and claims losses in accordance with ASC 450, "Contingencies" where loss contingency provisions are recognized for probable and estimable losses at the Company's best estimate of a loss or, when a best estimate cannot be made, at its estimate of the minimum loss. These estimates require the application of considerable judgment and are refined each accounting period as additional information becomes known. If the Company is initially unable to develop a best estimate of loss, the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, resulting in additional loss provisions. A best estimate may be changed when events result in an expectation different than previously expected.
Pending Litigation and Claims
There were no material pending litigation or claims outstanding as of March 28, 2026.
16. Related Party Transactions
As a result of the Company’s acquisition of IXYS, the Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions.
Powersem GmbH: The Company owns 45 % of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany.
EB Tech Co., Ltd.: The Company owns approximately 15 % of the outstanding equity of EB Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea.
Automated Technology (Phil), Inc.: The Company owns approximately 24 % of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services.
| Three Months Ended March 28, 2026 | Three Months Ended March 29, 2025 | |||||||||||||||||||||||||
| (in millions) | Powersem | EB Tech | ATEC | Powersem | EB Tech | ATEC | ||||||||||||||||||||
| Sales to related party | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Purchase of material/service from related party | ||||||||||||||||||||||||||
| March 28, 2026 | December 27, 2025 | |||||||||||||||||||||||||
| (in millions) | Powersem | EB Tech | ATEC | Powersem | EB Tech | ATEC | ||||||||||||||||||||
| Accounts receivable balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Accounts payable balance | ||||||||||||||||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”).
Certain statements in this section and other parts of this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of the federal securities laws and are entitled to the safe-harbor provisions of the PSLRA. These statements include statements regarding the Company’s future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy, although not all forward-looking statements contain such terms. The Company cautions that forward-looking statements, which speak only as of the date they are made, are subject to risks, uncertainties and other factors, and actual results and outcomes may differ materially from those indicated or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties relating to general economic conditions; product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; cybersecurity matters; failure of an indemnification for environmental liability; changes in import and export duty and tariff rates; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes and shortages; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes; integration of acquisitions may not be achieved in a timely manner, or at all; limited realization of the expected benefits from investment and strategic plans; and other risks that may be detailed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1, “Legal Proceedings” and Item 1A, “Risk Factors” of Part II of this Report, as well as Item 1A. "Risk Factors" and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of Part II of the Company's Annual Report on Form 10-K for the year ended December 27, 2025, and the Company's other filings and submissions with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.
This report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with information provided in the consolidated financial statements and the related Notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 27, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide information that is supplemental to, and should be read together with, the consolidated financial statements and the accompanying notes. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the consolidated financial statements, (ii) the changes in certain key items within those financial statements from year-to-year, (iii) the primary factors that contributed to those changes, and (iv) any changes in known trends or uncertainties that the Company is aware of and that may have a material effect on future performance. In addition, MD&A provides information about the Company’s segments and how the results of those segments impact the results of operations and financial condition as a whole.
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Executive Overview
Founded in 1927, Littelfuse is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 17,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.
The Company maintains a network of global laboratories and engineering centers that develop new products and product enhancements, provide customer application support and test products for safety, reliability, and regulatory compliance. The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial. Within these segments, the Company designs, manufactures and sells components and modules empowering a sustainable, connected, and safer world. Our products protect against electrostatic discharge, power surges, short circuits, voltage spikes and other harmful occurrences, safely and efficiently control power and improve productivity and are used to identify and detect temperature, proximity, flow speed and fluid level in various applications.
Executive Summary
For the first quarter of 2026, the Company recognized net sales of $657.0 million, an increase of $102.7 million, or 18.5% as compared to $554.3 million in the first quarter of 2025 including $33.2 million, or 6.0% of incremental net sales, from the Basler acquisition within the Industrial segment and $17.5 million, or 3.2% of favorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume in the Electronics segment. The Company recognized net income of $75.1 million, or $2.96 per diluted share, in the first quarter of 2026 compared to $43.6 million, or $1.75 per diluted share, in the first quarter of 2025. The increase in net income was primarily due to higher operating income of $23.5 million from the Electronics segment driven by increases in net sales and volume leverage.
Net cash provided by operating activities was $80.3 million for the three months ended March 28, 2026 compared to $65.8 million for the three months ended March 29, 2025. The increase in net cash provided by operating activities of $14.5 million was primarily due to higher cash earnings, partially offset by increases in working capital primarily resulting from higher annual incentive bonus payments made in 2026 as compared to 2025.
On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing Credit Agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $300 million unsecured term loan credit facility; (ii) increasing the size of the revolver from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the Existing Credit Agreement with $200 million borrowing under the revolver under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.
Other Risk
In Item 1A. "Risk factors" of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, the Company disclosed its exposure to political, economic, and other risks that arise from operating a multinational business, including effects on the global economy due to geopolitical tensions. Among those tensions, is the ongoing military conflict among the U.S., Israel, Iran and Lebanon and the related disruptions to shipping through the Strait of Hormuz, which have led to significant volatility in global energy markets and could lead to prolonged increases in crude oil and natural gas prices. Disruptions in these markets may reduce supply availability and increase material costs, including petroleum-based plastic resins, which we use in some of our products and manufacturing processes. Energy price volatility may also increase transportation and logistics costs for the Company.
Results of Operations
The following table summarizes the Company’s unaudited condensed consolidated results of operations for the periods presented. The first quarter of 2026 included $7.4 million of restructuring charges primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the first quarter of 2026, the Company recognized $1.2 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
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The first quarter of 2025 included $8.9 million of restructuring charges primarily related to employee termination costs, and $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. During the first quarter of 2025, the Company recognized $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund acquisition, and $0.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.
| First Quarter | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 656,969 | $ | 554,307 | $ | 102,662 | 18.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 402,820 | 347,051 | 55,769 | 16.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 254,149 | 207,256 | 46,893 | 22.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 152,984 | 137,106 | 15,878 | 11.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 101,165 | 70,150 | 31,015 | 44.2 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 96,731 | 59,947 | 36,784 | 61.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Income taxes | 21,584 | 16,376 | 5,208 | 31.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | 75,147 | 43,571 | 31,576 | 72.5 | % | |||||||||||||||||||||||||||||||||||||||||||||
Net Sales
Net sales increased $102.7 million, or 18.5%, for the first quarter of 2026 compared to the first quarter of 2025 including $33.2 million or 6.0% of incremental net sales from the Basler acquisition within the Industrial segment and $17.5 million or 3.2% of favorable changes in foreign exchange rates. The increase in net sales was primarily due to higher volume of $38.2 million and $17.4 million in the electronics products and semiconductor businesses within the Electronics segment, respectively, driven by higher end market demand and favorable price.
Cost of Sales
Cost of sales was $402.8 million, or 61.3% of net sales, in the first quarter of 2026 compared to $347.1 million, or 62.6% of net sales, in the first quarter of 2025. The increase of $55.8 million included $25.1 million of incremental cost of sales from the Basler acquisition within the Industrial segment. The remaining increase was due to higher volume across all segments. As a percent of net sales, cost of sales decreased 1.3% primarily due to improved margin from the electronics products business within the Electronics segment, the industrial circuit protection products business within the Industrial segment, and the passenger car products business within the Transportation segment driven by volume leverage and favorable product mix. The improved margin was also favorably impacted by higher gross margin from the Basler acquisition, partially offset by purchase accounting inventory charges of $5.4 million or 0.8%.
Gross Profit
Gross profit was $254.1 million, or 38.7% of net sales, in the first quarter of 2026 compared to $207.3 million, or 37.4% of net sales, in the first quarter of 2025. The increase of $46.9 million in gross profit and the improved gross margin were primarily due to higher volume and favorable price and product mix from the electronics products business within the Electronics segment and the industrial circuit protection business within the Industrial segment. Additionally, gross margin was higher due to the passenger car products business within the Transportation segment and higher gross margin from the Basler acquisition, partially offset by the purchase accounting inventory charges of $5.4 million or 0.8%.
Operating Expenses
Operating expenses were $153.0 million, or 23.3% of net sales, for the first quarter of 2026 compared to $137.1 million, or 24.7% of net sales, for the first quarter of 2025. The increase in operating expenses of $15.9 million was primarily driven by incremental operating expenses of $11.8 million from the Basler acquisition.
Operating Income
Operating income was $101.2 million, representing an increase of $31.0 million, or 44.2%, for the first quarter of 2026 compared to $70.2 million for the first quarter of 2025. The increase in operating income was due to higher gross profit from
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the electronics products business within the Electronics segment, the industrial circuit protection products business within the Industrial segment, and the passenger car products business within the Transportation segment, partially offset by higher operating expenses mainly driven by the Basler acquisition noted above. Operating margins increased from 12.7% in the first quarter of 2025 to 15.4% in the first quarter of 2026 driven by improved gross margin from the electronics products business within the Electronics segment, the industrial circuit protection products business within the Industrial segment, and the passenger car products business within the Transportation segment driven by volume leverage and favorable price and product mix.
Income Before Income Taxes
Income before income taxes was $96.7 million, or 14.7% of net sales, for the first quarter of 2026 compared to $59.9 million, or 10.8% of net sales, for the first quarter of 2025. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by foreign exchange gains of $2.4 million in the first quarter of 2026 compared to foreign exchange losses of $4.8 million in the first quarter of 2025, and lower unrealized losses of $1.5 million in the first quarter of 2026 compared to the first quarter of 2025 related to the Company's equity investment.
Income Taxes
The effective tax rate for the three months ended March 28, 2026 was 22.3% compared to the effective tax rate for the three months ended March 29, 2025 of 27.3%. The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 period primarily due to lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter of 2026.
The effective tax rate for three months ended March 28, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits recognized in the first quarter. The effective tax rate for the three months ended March 29, 2025 was higher than the statutory tax rate primarily due to losses in non-US jurisdictions with no related tax benefit.
Segment Results of Operations
The Company reports its operations by the following segments: Electronics, Transportation and Industrial. Segment information is described more fully in Note 14, Segment Information, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.
The following table is a summary of the Company’s net sales and operating income by segment:
| Net Sales | First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 362,775 | $ | 307,249 | $ | 55,526 | 18.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Transportation | 170,381 | 161,862 | 8,519 | 5.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Industrial | 123,813 | 85,196 | 38,617 | 45.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 656,969 | $ | 554,307 | $ | 102,662 | 18.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Segment Operating Income | First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 70,279 | $ | 46,766 | $ | 23,513 | 50.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Transportation | 24,103 | 18,917 | 5,186 | 27.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Industrial | 20,761 | 13,074 | 7,687 | 58.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total segment operating income | 115,143 | 78,757 | 36,386 | |||||||||||||||||||||||||||||||||||||||||||||||
Other (a) | (13,978) | (8,607) | (5,371) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total operating income | $ | 101,165 | $ | 70,150 | $ | 31,015 | 44.2 | % | ||||||||||||||||||||||||||||||||||||||||||
(a) Included in “Other” Operating income for the first quarter of 2026 was $7.4 million of restructuring charges primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In
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addition, during the first quarter of 2026, the Company recognized $1.2 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in “Other” Operating income for the first quarter of 2025 was $8.9 million of restructuring charges primarily related to employee termination costs, and $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. During the first quarter of 2025, the Company recognized $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund acquisition, and $0.1 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions.
Electronics Segment
Net Sales
Net sales increased $55.5 million, or 18.1%, in the first quarter of 2026 compared to the first quarter of 2025 and included favorable changes in foreign exchange rates of $10.5 million or 3.4%. The net sales increase was primarily due to higher volume of $38.2 million and $17.4 million in the electronics products and semiconductor businesses, respectively, driven by higher end market demand and favorable price.
Operating Income
Operating income was $70.3 million, representing an increase of $23.5 million, or 50.3%, for the first quarter of 2026 compared to $46.8 million for the first quarter of 2025. The increase in operating income was primarily from the electronics products business due to volume leverage and favorable product mix. Operating margins increased from 15.2% in the first quarter of 2025 to 19.4% in the first quarter of 2026 primarily due to volume leverage and favorable price and product mix from the electronics products business.
Transportation Segment
Net Sales
Net sales increased $8.5 million, or 5.3%, in the first quarter of 2026 compared to the first quarter of 2025 and included favorable changes in foreign exchange rates of $6.2 million or 3.8%. The remaining net sales increase was due to higher volume in the passenger car products business driven by higher market demand with vehicle content growth.
Operating Income
Operating income was $24.1 million, representing an increase of $5.2 million, or 27.4%, for the first quarter of 2026 compared to $18.9 million for the first quarter of 2025. The increase in operating income was primarily due to higher gross margin from the passenger car products business driven by volume leverage and operational execution. Operating margins increased from 11.7% in the first quarter of 2025 to 14.1% in the first quarter of 2026.
Industrial Segment
Net Sales
Net sales increased $38.6 million, or 45.3%, in the first quarter of 2026 compared to the first quarter of 2025 including $33.2 million of incremental net sales from the Basler acquisition and favorable changes in foreign exchange rates of $0.8 million or 1.0%. The remaining net sales increase was due to higher net sales from the industrial circuit protection products driven by higher volume, partially offset by lower volume from industrial control and sensor products.
Operating Income
Operating income was $20.8 million, representing an increase of $7.7 million, or 58.8%, for the first quarter of 2026 compared to $13.1 million for the first quarter of 2025. The increase in operating income was due to higher gross margin from the industrial circuit protection products driven by volume leverage, operational efficiencies, favorable product mix and the incremental increase from the Basler acquisition. Operating margins increased from 15.3% in the first quarter of 2025 to 16.8% in the first quarter of 2026 due to improved gross margin in the industrial circuit protection products and the Basler acquisition
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noted previously, partially offset by lower margin from industrial control and sensor products and higher amortization expenses of $2.9 million related to the Basler acquisition.
Geographic Net Sales Information
Net sales by geography represent net sales to customer or distributor locations. The following table is a summary of the Company’s net sales by geography:
| First Quarter | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 261,846 | $ | 224,690 | $ | 37,156 | 16.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 248,276 | 205,284 | 42,992 | 20.9 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Europe | 146,847 | 124,333 | 22,514 | 18.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 656,969 | $ | 554,307 | $ | 102,662 | 18.5 | % | ||||||||||||||||||||||||||||||||||||||||||
Americas
Net sales increased $37.2 million, or 16.5%, in the first quarter of 2026 compared to the first quarter of 2025 and included favorable changes in foreign exchange rates of $0.8 million. The increase in net sales was primarily due to incremental net sales of $29.9 million from the Basler acquisition within the Industrial segment, and higher volume from the electronics products business within the Electronics segment, partially offset by lower volume from the commercial vehicle business within the Transportation segment and industrial control and sensor products within the Industrial segment.
Asia-Pacific
Net sales increased $43.0 million, or 20.9%, in the first quarter of 2026 compared to the first quarter of 2025 and included favorable changes in foreign exchange rates of $2.3 million. The remaining increase in net sales was primarily due to higher volume from the Electronics segment and the industrial circuit protection products within the Industrial segment, and incremental net sales of $1.8 million from the Basler acquisition within the Industrial segment.
Europe
Net sales increased $22.5 million, or 18.1%, in the first quarter of 2026 compared to the first quarter of 2025 and included favorable changes in foreign exchange rates of $14.4 million. The remaining increase in net sales was primarily due to higher volume from the electronics products business within the Electronics segment and across all businesses within the Transportation segment and incremental net sales of $1.5 million from the Basler acquisition within the Industrial segment.
Liquidity and Capital Resources
The Company has historically supported its liquidity needs through cash flows from operations. Management expects that the Company’s (i) current level of cash, cash equivalents, and marketable securities, (ii) current and forecasted cash flows from operations, (iii) availability under existing funding arrangements, and (iv) access to capital in the capital markets will provide sufficient funds to support the Company’s operations, capital expenditures, investments, and debt obligations on both a short-term and long-term basis.
Cash and cash equivalents were $481.7 million as of March 28, 2026, a decrease of $81.7 million, as compared to December 27, 2025. As of March 28, 2026, $67.6 million of the Company's $481.7 million cash and cash equivalents was held by U.S. subsidiaries.
Revolving Credit Facility and Term Loan
On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $300 million unsecured term loan credit facility; (ii) increasing the size of the revolving credit facility from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off
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$62.5 million of the term loan and replaced $200 million of the term loan under the Existing Credit Agreement with $200 million borrowing under the revolving credit facility under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.
The principal balance of the revolving credit facility is due on the Maturity Date. The revolving loan balances under the Credit Facility were $200.0 million as of March 28, 2026. Prior to entering into the Credit Agreement, the Company paid off $100.0 million of the revolving loan and $3.8 million of the term loan under the Existing Credit Agreement during the first quarter of 2026.
Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either (i) Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00% to 1.75%, based upon the Company's Consolidated Leverage Ratio, as defined in the Credit Agreement or (ii) the bank’s Base Rate, as defined in the Credit Agreement, plus 0.00% to 0.75%, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10% to 0.175%, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.
Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.
As of March 28, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88% on the hedged portion.
As of March 28, 2026, the Company had $1.2 million outstanding letters of credit and had $598.8 million of borrowing capacity available under the revolving credit facility. As of March 28, 2026, the Company was in compliance with all covenants under the Credit Agreement.
Senior Notes
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). During the fiscal year ended December 30, 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $25 million of U.S. Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”)
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(together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first fiscal quarter of 2025, the Company paid off $50 million of U.S. Senior Notes, Series A, due 2025. Interest on the U.S. Senior Notes, Series B due 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.
On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.
On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $100 million in aggregate principal amount of 4.33% Senior Notes, due June 30, 2032 (“U.S. Senior Notes due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.
The Senior Notes have not been registered under the Securities Act of 1933 ("Securities Act"), or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage.
The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to note holders and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.
Debt Covenants
The Company was in compliance with all covenants under the Credit Agreement and Senior Notes as of March 28, 2026 and currently expects to remain in compliance based on management’s estimates of operating and financial results for 2025. As of March 28, 2026, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.
Acquisitions
On December 11, 2025, the Company completed the acquisition of Basler. Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center. At the time of acquisition, Basler had annualized sales of approximately $130 million. The business is reported within the Company’s Industrial segment. The total purchase consideration of $352.8 million, net of cash acquired, subject to a working capital adjustment. The acquisition was funded with the Company's cash on hand.
On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment. The acquisition was funded with the Company's cash on hand.
Dividends
During the first quarter of 2026, the Company paid quarterly dividends of $18.8 million to its shareholders. On May 6, 2026, the Company announced the declaration of a quarterly cash dividend of $0.75 per share payable on June 4, 2026 to stockholders of record as of May 21, 2026.
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Cash Flow Overview
| First Three Months | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 80,258 | $ | 65,758 | ||||||||||
| Net cash used in investing activities | (16,571) | (80,508) | ||||||||||||
| Net cash used in financing activities | (142,656) | (97,034) | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,762) | 5,603 | ||||||||||||
| Decrease in cash, cash equivalents, and restricted cash | (81,731) | (106,181) | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 565,104 | 726,437 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 483,373 | $ | 620,256 | ||||||||||
Cash Flow from Operating Activities
Operating cash inflows are largely attributable to sales of the Company’s products. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes, and other operating activities.
Net cash provided by operating activities was $80.3 million for the three months ended March 28, 2026 compared to $65.8 million for the three months ended March 29, 2025. The increase in net cash provided by operating activities of $14.5 million was primarily due to higher cash earnings, partially offset by increases in working capital primarily resulting from higher annual incentive bonus payments made in 2026 as compared to 2025.
Cash Flow from Investing Activities
Net cash used in investing activities was $16.6 million for the three months ended March 28, 2026 compared to $80.5 million during the three months ended March 29, 2025. The Company made a payment of $2.5 million for the Basler acquisition during the three months ended March 28, 2026. Net cash paid for the Dortmund Fab acquisition was $57.4 million during the three months ended March 29, 2025. Capital expenditures for the three months ended March 28, 2026 were $14.1 million, representing a decrease of $9.0 million, compared to the three months ended March 29, 2025.
Cash Flow from Financing Activities
Net cash used in financing activities was $142.7 million for the three months ended March 28, 2026 compared to $97.0 million for the three months ended March 29, 2025. On March 12, 2026, the Company entered into the Credit Agreement to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022. As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the existing credit agreement with $200 million borrowing under the revolving credit facility under the Credit Agreement. Prior to the amendment on March 12, 2026, the Company paid off $100.0 million of the revolving credit facility and $3.8 million of the term loan under the prior Credit Agreement during the first quarter of 2026. During the three months ended March 29, 2025, the Company paid off $50.0 million of U.S. Senior Notes, Series A, due February 15, 2025 and made payments of $3.8 million on the term loan. The Company received $45.2 million net proceeds related to stock-based award activities during the three months ended March 28, 2026 compared to $2.1 million for the three months ended March 29, 2025. In addition, the Company paid dividends of $18.8 million and $17.3 million in the three months ended March 28, 2026 and March 29, 2025, respectively. During the three months ended March 29, 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million.
Share Repurchase Program
On April 25, 2024, the Company's Board of Directors authorized a three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period from May 1, 2024 to April 30, 2027 ("2024 program"). The Company did not repurchase any shares of its common stock for the three months ended March 28, 2026. During the three months ended March 29, 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 program.
Off-Balance Sheet Arrangements
As of March 28, 2026, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the
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debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Critical Accounting Policies and Estimates
The Company’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. In connection with the preparation of the Condensed Consolidated Financial Statements, the Company uses estimates and makes judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. The assumptions, estimates, and judgments are based on historical experience, current trends, and other factors the Company believes are relevant at the time it prepares the Condensed Consolidated Financial Statements.
The significant accounting policies and critical accounting estimates are consistent with those discussed in Note 1, Summary of Significant Accounting Policies and Other Information, to the consolidated financial statements and the MD&A section of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025. During the three months ended March 28, 2026, there were no significant changes in the application of critical accounting policies and estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Item 7A, "Quantitative and Qualitative Disclosures about Market Risk", of the Company's Annual Report on Form 10-K for the year ended December 27, 2025. During the three months ended March 28, 2026, there were no material changes in the Company's exposure to market risk.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 28, 2026. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended March 28, 2026, the Company's disclosure controls and procedures were effective.
(b) Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes in the Company's risk factors from those disclosed in the Company's Annual Report on Form 10-K for its year ended December 27, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
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None.
Repurchases of Common Stock
On April 25, 2024, the Company's Board of Directors authorized a new three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period May 1, 2024 to April 30, 2027 ("2024 program") to replace the expired 2021 program. The Company did not repurchase any shares of its common stock for the three months ended March 28, 2026. During the three months ended March 29, 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit | Description | |||||||
| 10.1 | ||||||||
| 10.2* | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6* | ||||||||
| 10.7* | ||||||||
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| 10.8* | ||||||||
| 10.9* | ||||||||
| 10.10* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101 | The following financial information from LITTELFUSE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 28, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 28, 2026, formatted in Inline XBRL. | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended March 28, 2026, to be signed on its behalf by the undersigned thereunto duly authorized.
| Littelfuse, Inc. | |||||||||||
| By: | /s/ Abhishek Khandelwal | ||||||||||
| Abhishek Khandelwal | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Date: May 6, 2026 | By: | /s/ Jeffrey G. Gorski | |||||||||
| Jeffrey G. Gorski | |||||||||||
| Senior Vice President and Chief Accounting Officer | |||||||||||
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EXHIBIT 10.2
April 10, 2026
Dear Anne-Marie,
I am pleased to extend an offer for the position of Senior Vice President and Chief Legal Officer at Littelfuse. This role will report directly to Greg Henderson, President and CEO of Littelfuse.
The following is a summary of the key provisions of our offer of employment.
Position: SVP and Chief Legal Officer
Principal Worksite: Your principal worksite shall be Rosemont, Illinois.
Start Date: May 1, 2026.
Base Compensation: Your annual base salary is $550,000 paid on a semi-monthly basis, less appropriate deductions and withholdings.
Annual Incentive Plan: You will be eligible to participate in our Annual Incentive Plan for 2026. Your targeted incentive will be 85% of your annual salary and will be pro-rated to reflect the actual number of days you have worked.
Long-Term Incentive Program: You will participate in our Long-Term Incentive (LTI) Plan. We will recommend you being eligible for an award during our regular 2026 LTI grant process, subject to approval by our Board of Directors, of an LTI award that has an equity value of 250% of your base salary.
Cash Sign-on Bonus: Cash sign-on bonus in the amount of $100,000. This cash sign-on bonus is contingent upon successfully completing 30 days of employment and is subject to applicable tax withholding. The bonus will be paid out in the pay cycle following your 30 days of employment. To receive this cash sign-on bonus, you must accept the Cash Sign-on Bonus Repayment Agreement.
Benefit Plans/Perquisites:
•You will be eligible for the company’s benefit plans offered to all U.S. based employees.
•Financial Planning Assistance: You will be eligible annually for $12,000 of financial planning assistance.
•Annual Executive Physical: You will be eligible to participate in an annual executive physical program.
Annual Paid Time Off: You will receive 26 days of PTO, 2 diversity days, 1 volunteer day and the designated holidays. Paid time off will be pro-rated for 2026.
Confidentiality and Inventions Agreement: You will enter into the company’s current confidentiality and inventions agreement, subject to possible review and update.
Share Ownership Guidelines: You will be subject to the Company’s guidelines for executive officers, which ultimately require (subject to gradual phase-in) ownership of shares with a value of three times base salary.
Change of Control/Severance: You will receive a Change of Control/Severance Agreement commensurate with a Senior Vice President level.
•Severance: Provides for a severance payment equal to two (2.0) times your base compensation plus target bonus in the event your employment with Littelfuse is terminated without cause. All terms and conditions of the executive severance policy will apply.
EXHIBIT 10.2
•Change of Control: Provides that should the Company be acquired, and your job is eliminated, you will receive a Change of Control payment as outlined in the enclosed agreement.
Severance: Employee will be entitled to participate in the Company’s executive severance policy with a specified multiple (1.0) of base salary and target annual bonus, pro-rated actual annual bonus for the year of termination, payment of premiums for continued group health coverage for a specified period (12 months), continuation of perquisites through the end of the year of termination, and outplacement services for up to one year after the date of termination. All terms and conditions of the executive severance policy will apply.
Post Offer Contingencies: As a condition of employment, you must successfully complete a post-offer drug screen prior to your start date. This drug screen can be performed at an approved Sterling Check Lab. The Company reserves the right to conduct a criminal background check, as well as other background investigations to confirm the information in your employment application such as a reference check and educational degree verification, in accordance with applicable state and federal law. This employment offer, therefore, is contingent upon the Company receiving satisfactory results of any such background checks or investigations, if applicable. Finally, with respect to the requirements in accordance with U.S. immigration regulations, on the first day of employment, you will need to complete the Form I-9 regarding your identity and employment eligibility and within three business days of your start date, you will need to provide us with certain original documents that will verify your identity and demonstrate your employment eligibility in the United States. The list of acceptable documents is listed on Form I-9.
The terms and conditions of this offer are subject to approval by the Company’s Board of Directors.
Anne-Marie, we look forward to having you being part of the Littelfuse leadership team and believe you will have a successful and rewarding career here at Littelfuse.
Sincerely,
/s/ Maggie Chu
Maggie Chu
Senior Vice President and Chief Human Resources Officer
ACCEPTANCE
I, Anne-Marie D’Angelo, accept the Company’s offer of employment on the terms and conditions stated in this letter.
/s/ Anne-Marie D’Angelo
Signature: Anne-Marie D’Angelo
EXHIBIT 10.2
Cash Sign-On Bonus Repayment Agreement
I agree that if my employment with Littelfuse ends within the first 24 months from the date of commencement, because of my resignation (regardless of any reason), I will repay to Littelfuse the sign-on bonus. I agree that this repayment obligation cannot be waived.
The amount I must repay will be determined by the following formula:
Repayment amount = Cash Sign-On Bonus x [(24 – Full or Partial Months of Service) ÷ 24]
I agree that the Repayment Amount will become fully due and payable upon my termination of employment.
I hereby authorize Littelfuse, to the full extent allowed by law, to deduct the Repayment Amount from any monies owed to me by Littelfuse, including, but not limited to: wages, bonus, reimbursement for expenses, payment for unused benefits, and/or any other sums payable to me by Littelfuse.
Accepted by:
/s/ Anne-Marie D’Angelo
Signature: Anne-Marie D’Angelo
EXHIBIT 10.6
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Non-Employee Director)
The Board of Directors (the “Board”) of Littelfuse, Inc. (the “Company”), based on the recommendation of the Compensation Committee of the Board, hereby grants to /$ParticipantName$/ (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing Shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”) is effective as of /$GrantDate$/ (the “Grant Date”).
This Award Agreement provides the Grantee with the terms of the Award granted to the Grantee. The terms specified in this Award Agreement are governed by the provisions of the Plan, which is incorporated herein by reference. The Compensation Committee of the Board, or its delegate (the “Committee”) has the exclusive authority to interpret and apply the Plan and this Award Agreement. Any interpretation of the Award Agreement by the Committee and any decision made by it with respect to the Award Agreement are final and binding on all persons. To the extent that there is any conflict between the terms of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used herein will have the same meaning as under the Plan, unless stated otherwise.
In consideration of the foregoing and the mutual covenants hereinafter set forth, it is agreed by and between the Company and the Grantee, as follows:
1.Award. Subject to the provisions of Section 2, the RSUs shall become vested (in whole shares, rounded down) and the Grantee shall be entitled to receive one Share of the Company’s common stock for each vested Restricted Stock Unit in accordance with the following schedule:
Total number of RSUs awarded: /$AwardsGranted$/
| Installment | Vesting Date Applicable to Installment | ||||
| 100% | The earlier of the 1st anniversary of Grant Date or the date of the annual meeting of shareholders held in the year after the year of the Grant Date | ||||
2.Termination of Service.
a.General. Except as otherwise set forth in Sections 2 b., 2c. and 2d. below, if the Grantee’s Service as a Director terminates for any reason (including upon a termination for Cause), any RSU that is not vested under the schedule in Section 1 is forfeited as of the date of the Grantee’s termination of Service.
Retirement or Resignation. If the Grantee terminates (including where not re-elected) from Service as a Director after at least 5 years (other than by removal from the Board for Cause), the unvested portion of the RSUs shall become immediately vested.
b.Death or Disability. If the Grantee’s Service as a Director terminates as a result of his or her death or Disability, the unvested portion of the RSUs shall become immediately vested.
c.Change in Control. In the event of a Change in Control, then the unvested portion of the RSUs shall become immediately vested.
The existence of Cause will be determined in the sole discretion of the Board. Also, the Board may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.
3.Delivery of Shares. As soon as reasonably practicable following each vesting date, the RSUs shall be converted into Shares, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.3 of the Plan; provided, such Shares or equivalent value in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional Shares will not be paid. If the Grantee has timely elected to defer receipt of Shares in accordance with Section 13 of the Plan, issuance of the Shares will be delayed until the elected distribution.
4.Federal and State Taxes. The Grantee acknowledges and agrees that the Shares or cash that is delivered to the Grantee in connection with this Award will usually be included in the Grantee’s gross income under Section 83 of the Code on the date on which the Shares are delivered to the Grantee, but that the Company makes no representations or undertakings regarding the timing of any taxation of the Award. The Grantee may incur certain liabilities for Federal, state or local taxes in connection with the grant of RSUs or the delivery of Shares or cash hereunder, and the Grantee agrees to be responsible for the payment of any resulting taxes.
5.Transferability. The RSUs are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred RSUs shall remain subject to the terms of the Plan.
6.Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.
7.Shareholder Rights; Dividend Equivalents. Except as expressly set forth herein, the grant of RSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of Service as a Director or otherwise with the Company or one or more of its subsidiaries. The Grantee will not have shareholder rights with respect to any Shares subject to an RSU until the RSU is vested and Shares are delivered to the Grantee. With respect to each cash dividend on the Shares for which the record date occurs prior to the vesting date, the unvested portion of the RSUs shall be increased by the quotient of (i) the per Share cash dividend amount multiplied by the unvested portion of RSUs on the dividend payment date, divided by (ii) the closing price of a Share on the dividend payment date. Dividend equivalents under this Award Agreement will be accrued (without interest) and will be subject to the same conditions as the RSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the RSUs.
2
8.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
9.Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
10.Amendments. Except as otherwise provided in Section 12, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.
11.Section 409A. The RSU is intended to comply with the requirements of Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that this Award Agreement is subject to Section 409A and that it has failed to comply with the requirements of Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause it to comply with Section 409A or be exempt from Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Section 409A. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Section 409A, and any payment to a “specified employee” within the meaning of Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.
12.Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.
| LITTELFUSE, INC. | |||||
| By: | /s/ Gregory N. Henderson | ||||
| Gregory N. Henderson | |||||
| President and Chief Executive Officer | |||||
3
EXHIBIT 10.7
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Tier II)
Littelfuse, Inc. (the “Company”) hereby grants to /$ParticipantName$/ (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing Shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”), is effective as of /$GrantDate$/ (the “Grant Date”).
RECITALS
A.The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals.
B.Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement.
C.The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its Subsidiaries.
D.To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern.
In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:
1.Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted Stock Unit Award, described below, subject to the terms and conditions in this Award Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference.
| Award Type | Grant Date | Number of RSUs | ||||||
| /$GrantType$/ | /$GrantDate$/ | /$AwardsGranted$/ | ||||||
2.Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest (in whole shares, rounded down) in accordance with the schedule below:
| Installment | Vesting Date Applicable to Installment | ||||
| 33 1/3% | 1st anniversary of Grant Date | ||||
| 33 1/3% | 2nd anniversary of Grant Date | ||||
| 33 1/3% | 3rd anniversary of Grant Date | ||||
3.Termination of Employment or Service and Change in Control.
a.General. Except as otherwise set forth in Sections 3 b., 3c. and 3d. below, if the Grantee terminates all employment and Service with the Company and its Subsidiaries for any reason (including upon a termination for cause), any RSU that is not vested under the schedule in Section 2 is forfeited as of the date of the Grantee’s termination of employment and Service.
b.Retirement. If the Grantee retires from all employment and Service with the Company and its Subsidiaries after reaching age 62 and completing 5 years of continuous Service and is determined to be in good standing at the time of the retirement, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and Service with the Company or any of its Subsidiaries completed from the Grant Date to the date of retirement (rounded down to the nearest whole number so that no fractional shares will vest).
c.Death or Disability. If the Grantee terminates all employment and Service with the Company and its Subsidiaries as a result of death or Disability, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and Service with the Company or any of its Subsidiaries completed from the Grant Date to the date of termination (rounded down to the nearest whole number so that no fractional shares will vest).
d.Change in Control. In the event of a Change in Control, the RSUs shall be assumed, converted, or replaced by the acquiring or continuing entity on substantially the same terms and conditions or with substantially equivalent economic benefits (as determined by the Committee) and vest in accordance with the schedule set forth in Section 2 above; provided, however, that the unvested portion of the RSUs shall become immediately vested if the Grantee's employment and Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for cause or, if the Grantee is subject to a Change of Control Agreement with the Company, by the Grantee for Good Reason (as defined in the Change of Control Agreement between the Company and the Grantee (the “COC Agreement”)) within two years following a Change in Control, and provided further, that the unvested portion of the RSUs shall become immediately vested upon the Change in Control if the RSUs are not properly assumed, converted, or replaced by the acquiring or continuing entity.
The existence of cause will be determined in the sole discretion of the Chief Legal Officer of the Company (or, in the case of an RSU held by such officer, the Chief Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.
4.Delivery of Shares. As soon as reasonably practicable following each vesting date, the vested RSUs shall be converted into Shares, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.3 of the Plan; provided, such Shares or equivalent value in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional Shares will not be paid.
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5.Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of any action the Company or its Subsidiary employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of any Stock acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole shares of Stock to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).
Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax-Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of shares of Stock subject to the Award, notwithstanding that a number of the shares of Stock are held
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back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.
Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares or the proceeds of the sale of shares of Stock if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items.
6.Transferability. The RSUs are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred RSUs shall remain subject to the terms of the Plan.
7.Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.
8.Shareholder Rights. The grant of RSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of Service or employment with the Company or its Subsidiaries. The Grantee will not have shareholder rights with respect to any Shares subject to an RSU until the RSU is vested and Shares are delivered to the Grantee. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to such date, except as provided under the Plan.
9.Data Privacy. In order to perform its requirements under the Plan, the Company or one or more of its Subsidiaries may process sensitive personal data about the Grantee. Such data includes but is not limited to the information provided in the Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and RSUs exercised under the Plan from time to time. By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its Subsidiaries to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa. The legal persons for whom the personal data is intended includes the Company and any of its Subsidiaries, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan. The Grantee may review and correct any personal data by contacting the local Human Resources Representative. The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan.
10.Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order
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to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.
11.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
12.Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
13.Amendments. Except as otherwise provided in Section 14, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.
14.Code Section 409A. The RSUs are intended to comply with the requirements of Code Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the RSUs fail to comply with the requirements of Code Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the RSUs to comply with Code Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Code Section 409A. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Code Section 409A, and any payment to a “specified employee” within the meaning of Section Code 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.
15. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.
| LITTELFUSE, INC. | |||||
| By: | /s/ Gregory N. Henderson | ||||
| Gregory N. Henderson | |||||
| President and Chief Executive Officer | |||||
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APPENDIX
WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse holding, processing, using, and transferring your personal data relating to this Award across country borders to the Littelfuse corporate headquarters in the United States, to the extent determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply with securities or other applicable laws. You acknowledge that transfers of your personal data may include providing your information to recordkeepers or third party administrators for the Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or prospective or future purchasers of Littelfuse (or its affiliates or the business for which you work). You further acknowledge that your personal information may include your name, address, tax identification number, work location, and information about your awards. You further acknowledge that you have received a copy of the Plan and that you understand your participation in the Plan is voluntary. You can revoke your consent to the transfer of your personal data, access or correct your data, or obtain a copy of the Littelfuse data processing policies or the Plan, by contacting our VP, Total Rewards & HRIS during normal U.S. business hours (9 a.m. – 6 p.m. CST) at (920) 366-7716. | ||
WARNING FOR HONG KONG RESIDENTS: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this Award. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. | ||
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APPENDIX TO THE
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
FRANCE
Unless the Corporation notifies you otherwise, the below terms apply to you if, at the Award Date, you are a French Participant.
French-qualified RSUs granted under the French Subplan. The Award is granted under and is subject to the terms of the Subplan for Restricted Stock Units Granted to French Participants (the "French Subplan") and is intended to qualify for specific tax and social security treatment under Sections L. 225-197-1 to L 225-197-5 and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended. The Corporation does not undertake to maintain the qualified status of the Award and you will not be entitled to damages of any nature whatsoever if the Award becomes disqualified. References to the "Plan" used in this agreement shall include the French Subplan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan or, as applicable, in the French Subplan.
Vesting Schedule. This provision supplements Section 2 of the Agreement:
Notwithstanding the vesting schedule set forth in Section 2 of the Agreement, in no event shall a Vesting Date occur prior to the first anniversary of the Grant Date of the Award, or such other period as is required to comply with the minimum vesting period under Section L. 225-197-1 of the French Commercial Code, as amended.
Mandatory Holding Period. You may not sell or transfer the Shares issued at vesting of the Award prior to the second anniversary of the Grant Date each or such other period as is required to comply with the minimum mandatory holding period under Section L. 225-197-1 of the French Commercial Code, as amended. Further, if at the Grant Date, you are a corporate officer of the Corporation or a French Entity (as set forth and defined under Section 3 (a) of the French Subplan), you will be required to hold 15 percent (or such other amount as is required by applicable law) of the Shares issued to you upon vesting of the Award in a nominative account until you no longer hold one of the foregoing positions, so long as this restriction is applicable to French-Qualified RSUs granted by the Corporation.
Closed Periods. Any Shares acquired upon vesting of the Award may not be sold during certain Closed Periods as provided for and defined by Section L. 22-10-59 of the French Commercial Code, as amended, and by the French Subplan, for so long as and to the extent that the Closed Periods are applicable to Shares underlying French-Qualified RSUs granted by the Corporation. Under current law, such Closed Periods are as follows:
(i)Thirty calendar days before the announcement of an intermediate financial report or end-of-year report that the Corporation is required to make public; or
(ii)For members of the Board (conseil d'administration) or Supervisory Board (conseil de surveillance), members of the Executive Board (directoire) or acting as Chief Executive Officer (directeur général) or Deputy Chief Executive Officer (directeur général délégué) or employees having knowledge of confidential information within the meaning of Article 7 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and cancelling the Directive 2003/6/UE and Directives 2003/124/CE Parliament and
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2003/125/CE and 2004/72/CE of the Commission which has not been made public, the underlying Shares cannot be sold or transferred until such confidential information has been made public.
Termination by Reason of Death. This provision supplements Section 3. c. of the Agreement:
In accordance with Section 5 of the French Subplan, in the event of termination of your active employment by reason of your death, upon the Corporation’s receipt within six months following your death of a written request from your heirs in a form satisfactory to the Corporation, all of your unvested French-Qualified RSUs shall vest and the Company shall issue the relevant Shares to an account for the benefit of your heirs, unless and until the performance vesting conditions, if any, are satisfied. In the event of your death, your heirs will not be subject to the Mandatory Holding Period or Closed Period restrictions referenced above in this Appendix.
Termination by Reason of Disability. This provision supplements Sections 3. c. and 4. of the Agreement:
In the event of termination of your active employment by reason of your Disability (as defined in the French Subplan), you will not be subject to the Mandatory Holding Period or Closed Period restrictions referenced above in this Appendix.
French Taxes. This provision supplements Section 6 of the Agreement:
You understand and acknowledge that, if you are a French tax resident, you are solely responsible for paying any French personal income tax due in connection with the Award, as well as any related taxes, and, unless otherwise required by applicable law, neither the Corporation nor the French Entity will withhold any such French personal income tax or other French taxes due in connection with the Award, regardless of any language to the contrary in Section 6 of the Agreement.
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EXHIBIT 10.8
LITTELFUSE/IXYS CORPORATION LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Tier II)
Littelfuse, Inc. (the “Company”) hereby grants to /$ParticipantName$/ (the “Grantee”), a Participant in the Littelfuse/IXYS Corporation Long-Term Incentive Plan (previous known as IXYS Corporation 2016 Equity Incentive Plan), as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing Shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”), is effective as of /$GrantDate$/ (the “Grant Date”).
RECITALS
A.The Board of Directors of the Company (the “Board”) maintains the Littelfuse/IXYS Corporation Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals.
B.The Board has delegated its authority to administer the Plan to the Compensation Committee of the Board, or its delegate (the “Committee”).
C.The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries.
D.To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern.
In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:
1.Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted Stock Unit Award, described below, subject to the terms and conditions in this Award Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference.
| Award Type | Grant Date | Number of RSUs | ||||||
| Restricted Stock Units | /$GrantDate$/ | /$AwardsGranted$/ | ||||||
2.Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest (in whole Shares, rounded down) in accordance with the schedule below:
| Installment | Vesting Date Applicable to Installment | ||||
| 33 1/3% | 1st anniversary of Grant Date | ||||
| 33 1/3% | 2nd anniversary of Grant Date | ||||
| 33 1/3% | 3rd anniversary of Grant Date | ||||
3.Termination of Employment or Service and Change in Control.
a.General. Except as otherwise set forth in Sections 3 b., 3c. and 3d. below, if the Grantee terminates Continuous Status with the Company and its Affiliates for any reason (including upon a termination for cause), any RSU that is not vested under the schedule in Section 2 is forfeited as of the date of the Grantee’s termination of Continuous Status.
b.Retirement. If the Grantee retires from Continuous Status with the Company and its Affiliates after reaching age 62 and completing 5 years of Continuous Status (including prior service with IXYS Corporation) and is determined to be in good standing at the time of the retirement, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and Service with the Company or any of its Affiliates completed from the Grant Date to the date of retirement (rounded down to the nearest whole number so that no fractional shares will vest).
c.Death or Disability. If the Grantee terminates all Continuous Status with the Company and its Affiliates as a result of death or Disability, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s Continuous Status with the Company or any of its Affiliates (including prior service with IXYS Corporation) completed from the Grant Date to the date of termination (rounded down to the nearest whole number so that no fractional shares will vest).
d.Change in Control. In the event of a Change in Control, the RSUs shall be assumed, converted, or replaced by the acquiring or continuing entity on substantially the same terms and conditions or with substantially equivalent economic benefits (as determined by the Committee) and vest in accordance with the schedule set forth in Section 2 above; provided, however, that the unvested portion of the RSUs shall become immediately vested if the Grantee's Continuous Status with the Company and its Affiliates is terminated by the Company and its Affiliates other than for cause or, if the Grantee is subject to a Change of Control Agreement with the Company, by the Grantee for Good Reason (as defined in the Change of Control Agreement between the Company and the Grantee (the “COC Agreement”)) within two years following a Change in Control, and provided further, that the unvested portion of the RSUs shall become immediately vested upon the Change in Control if the RSUs are not properly assumed, converted, or replaced by the acquiring or continuing entity
The existence of cause will be determined in the sole discretion of the Chief Legal Officer of the Company (or, in the case of an RSU held by such officer, the Chief Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.
4.Defined Terms. As used in this Award Agreement, the following terms have the following meanings:
“Disability” means, unless otherwise provided in an employment, change of control or similar agreement in effect between the Grantee and the Company or one of its subsidiaries, the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or, by reason of any
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medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or one of its subsidiaries.
“Change in Control” means the first of the following events to occur:
a)The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), other than the Company, any Affiliate, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (a “Person”) of any of stock of the Company that, together with stock held by such Person, constitutes more than 50% of the total fair market value or total voting power of the Stock of the Company. For purposes of this Paragraph (a), the following acquisitions shall not constitute a Change in Control: (i) the acquisition of additional Stock by a Person who is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, (ii) any acquisition in which the Company does not remain outstanding thereafter, and (iii) any acquisition pursuant to a transaction which complies with Paragraph (c) below. An increase in the percentage of Stock owned by any one Person as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Paragraph;
b)The replacement of individuals who constitute a majority of the Board of Directors of the Company, during any twelve (12) month period, by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of the appointment or election, provided that, if the Company is not the relevant corporation for which no other corporation is a majority shareholder for purposes of Treasury Regulation Section 1.409A-3(i)(5)(iv)(A)(2), this Paragraph (b) shall be applied instead with respect to the members of the board of the directors of such relevant corporation for which no other corporation is a majority shareholder;
c)The acquisition by any one person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), other than the Company, an Affiliate or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, during the 12-month period ending on the date of the most recent acquisition by such by such person or persons, of ownership of Stock of the Company possessing 30% or more of the total voting power of the Stock of the Company. For purposes of this Paragraph (c), the following acquisitions shall not constitute a Change in Control: (i) the acquisition of additional control by a person or more than one person acting as a group who are considered to effectively control the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi), and (ii) any acquisition pursuant to a transaction which complies with Paragraph (a); or
d)The acquisition by any individual person or more than one person acting as a group (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), other than a transfer to a related person within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(B), during the 12-month period ending on the date of the most recent acquisition by such by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market
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value of all of the assets of the Company immediately prior to such acquisition(s). For purposes of this Paragraph (d), “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
The above definition of “Change in Control” shall be interpreted by the Board of Directors of the Company, in good faith, to apply in a similar manner to transactions involving partnerships and partnership interests, and to comply with Code Section 409A.
Reorganization: If the Company is part of any reorganization involving merger, consolidation, acquisition of the Stock or acquisition of the assets of the Company, the Committee, in its discretion, may decide that:
a)Any or all outstanding Awards shall pertain to and apply, with appropriate adjustment as determined by the Committee, to the securities of the resulting corporation to which a holder of the number of Shares subject to each such Award would have been entitled; and/or
b)any or all unvested Restricted Stock Units and Restricted Stock on which restrictions have not yet lapsed shall become immediately fully vested, nonforfeitable and payable.
5.Delivery of Stock. As soon as reasonably practicable following each vesting date, the vested RSUs shall be converted into Stock, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.4 of the Plan; provided, such Stock or equivalent in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional Shares will not be paid.
6.Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of any action the Company or its Affiliate employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 11 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to
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withhold whole Shares to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole Share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).
Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax-Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.
Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of S if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items.
7.Transferability. The RSUs are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred RSUs shall remain subject to the terms of the Plan.
8.Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.
Shareholder Rights. The grant of RSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of Service or employment with the Company or its Affiliates. The Grantee will not have shareholder rights with respect to any Shares subject to an RSU until the RSU is vested and Shares are delivered to the Grantee. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to such date, except as provided under the Plan.
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9.Data Privacy. In order to perform its requirements under the Plan, the Company or one or more of its Affiliates may process sensitive personal data about the Grantee. Such data includes but is not limited to the information provided in this Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and RSUs exercised under the Plan from time to time. By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its Affiliates to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa. The legal persons for whom the personal data is intended includes the Company and any of its Affiliates, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan. The Grantee may review and correct any personal data by contacting the local Human Resources Representative. The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan.
10.Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.
11.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
12.Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
13.Amendments. Except as otherwise provided in Section 15, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.
14.Code Section 409A. The RSUs are intended to comply with the requirements of Code Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the RSUs fail to comply with the requirements of Code Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the RSUs to comply with Code Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Code Section 409A. For purposes of determining timing of
6
payments, any references to retirement, resignation, or termination of Continuous Status shall mean a “separation of service” as defined in Code Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Code Section 409A.
16. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.
| LITTELFUSE, INC. | |||||
| By: | /s/ Gregory N. Henderson | ||||
| Gregory N. Henderson | |||||
| President and Chief Executive Officer | |||||
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APPENDIX
WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse holding, processing, using, and transferring your personal data relating to this Award across country borders to the Littelfuse corporate headquarters in the United States, to the extent determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply with securities or other applicable laws. You acknowledge that transfers of your personal data may include providing your information to recordkeepers or third party administrators for the Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or prospective or future purchasers of Littelfuse (or its affiliates or the business for which you work). You further acknowledge that your personal information may include your name, address, tax identification number, work location, and information about your awards. You further acknowledge that you have received a copy of the Plan and that you understand your participation in the Plan is voluntary. You can revoke your consent to the transfer of your personal data, access or correct your data, or obtain a copy of the Littelfuse data processing policies or the Plan, by contacting our VP, Total Rewards & HRIS during normal U.S. business hours (9 a.m. – 6 p.m. CST) at (920) 366-7716. | ||
WARNING FOR HONG KONG RESIDENTS: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this Award. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. | ||
8
EXHIBIT 10.9
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
(Tier II)
Littelfuse, Inc. (the “Company”) hereby grants to /$ParticipantName$/ (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Performance Share Award (the “Award”) for units representing the right to receive Shares of common stock of the Company (“PSUs”), subject to the terms and conditions as described herein. This agreement to grant PSUs (the “Award Agreement”), is effective as of /$GrantDate$/ (the “Grant Date”).
RECITALS
A.The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals.
B.Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement.
C.The Committee has approved the granting of PSUs to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries.
D.To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern.
In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:
1.Grant of PSUs. The Company hereby grants to the Grantee a Performance Share Award, described below, subject to the terms and conditions in this Award Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference.
Award Type | Grant Date | Target Number of PSUs | ||||||
Performance Shares | /$GrantDate$/ | /$AwardsGranted$/ | ||||||
2.Vesting of PSUs. The PSUs shall vest upon (and to the extent of) the Committee’s certification of the achievement of performance goals as set forth in Exhibit A, subject to (except as otherwise provided in Section 3 below) the Grantee’s continued employment or Service with the Company or its Subsidiaries through the end of the Performance Period (as defined in Exhibit A).
3.Termination of Employment or Service.
a. General. Except as otherwise set forth in Sections 3b., 3c. and 3d. below, if the Grantee terminates all employment and Service with the Company and its Subsidiaries for any reason
(including upon a termination for Cause) before the end of the Performance Period, the PSUs shall be forfeited as of the date of the Grantee’s termination of employment and Service.
b.Retirement. If the Grantee retires from all employment and Service with the Company and its Subsidiaries after reaching age 62 and completing 5 years of continuous Service and is determined to be in good standing at the time of the retirement, the unvested portion of the PSUs shall vest pro-rata with the number of Shares subject to such PSUs determined based on the actual level of performance measured through the last date of the Performance Period otherwise in accordance with Exhibit A (rounded down to the nearest whole number so that no fractional Shares will vest) and the Shares shall be delivered in accordance with Section 4.
c.Death or Disability. If the Grantee terminates all employment and Service with the Company and its Subsidiaries as a result of death or Disability, a portion of the PSUs prorated based on the number of days elapsed in the Performance Period through the date of termination shall become immediately vested, with the number of Shares subject to such PSUs determined based on the actual level of performance measured through the date of termination (as if the date of termination were the last day of the Performance Period) and otherwise in accordance with Exhibit A (rounded down to the nearest whole number so that no fractional Shares will vest); provided that if such termination occurs prior to the first anniversary of the Grant Date, the actual level of performance referenced in this sentence shall instead be measured through the first anniversary of the Grant Date (as if such anniversary were the last day of the Performance Period), and the Shares underlying such prorated portion of the PSUs shall be delivered in accordance with Section 4 treating the first anniversary of the Grant Date as the vesting date.
d. Change in Control. In the event of a Change in Control, the number of Shares subject to the Award shall be determined based on the greater of the target level of performance and the actual level of performance measured through the date of the Change in Control (as if the date of the Change in Control were the last day of the Performance Period) and otherwise in accordance with Exhibit A (rounded down to the nearest whole number). Unless otherwise determined by the Committee, the Award shall then be converted upon the Change in Control into a time-vesting award in respect of the acquirer’s equity of equivalent value and otherwise subject to the same terms and conditions as applied to the Award immediately prior to the Change in Control (it being understood that in the event of a termination following a Change in Control that is governed by Section 3(c), the actual level of performance shall be the actual level of performance determined pursuant to this paragraph upon such Change in Control); provided that such acquirer award shall vest (i) at the end of the Performance Period subject to Grantee’s continued employment or Service with the Company or its Subsidiaries through such time or (ii) upon an earlier termination of Grantee’s employment or Service by the Company or its Subsidiaries without Cause or by the Grantee for Good Reason (as defined in the Change of Control Agreement between the Company and the Grantee (the “COC Agreement”)), in either case within two years following the Change in Control. If the Award is not converted into an acquirer award in accordance with the immediately preceding sentence, it shall vest immediately upon the Change in Control.
Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.
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4.Delivery of Shares. As soon as reasonably practicable following the vesting date, the vested PSUs shall be converted into Shares and delivered to the Grantee, pursuant to Section 9.4 of the Plan; provided, such Shares shall be delivered to the Grantee no later than 60 days following the applicable vesting date (and in any event before March 15 of the year following the year in which the applicable vesting date occurs). Fractional Shares will not be paid.
5.Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of any action the Company or its Subsidiary employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of PSUs, the conversion of the PSUs into Shares or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the PSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole Shares to be issued upon vesting/settlement of the PSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the PSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).
Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax- Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the Grantee shall be deemed to have been
3
issued the full number of Shares subject to the Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.
Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Grantee fails to comply with his or her obligation in connection with the Tax- Related Items.
6.Transferability. The PSUs are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred PSUs shall remain subject to the terms of the Plan.
7.Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.
9.Shareholder Rights; Dividend Equivalents. The grant of PSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of Service or employment with the Company or its Subsidiaries. The Grantee will not have shareholder rights with respect to any Shares subject to a PSU until the PSU is vested and Shares are delivered to the Grantee. With respect to each cash dividend on the Shares for which the record date occurs during the Performance Period, the target number of PSUs shall be increased by the quotient of (i) the per Share cash dividend amount multiplied by the target number of PSUs on the dividend payment date, divided by (ii) the closing price of a Share on the dividend payment date. Dividend equivalents under this Award Agreement will be accrued (without interest) and will be subject to the same conditions as the PSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the PSUs.
10.Data Privacy. In order to perform its requirements under the Plan, the Company or one or more of its subsidiaries may process sensitive personal data about the Grantee. Such data includes but is not limited to the information provided in the Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and PSUs granted under the Plan from time to time. By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its Subsidiaries to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa. The legal persons for whom the personal data is intended includes the Company and any of its Subsidiaries, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan. The Grantee may review and correct any personal data by contacting the local Human Resources Representative. The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan.
11.Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the PSUs shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee’s country (the “Appendix”). Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will
4
apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.
12.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the PSUs or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
13.Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
14.Amendments. Except as otherwise provided in Section 14, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.
15.Code Section 409A. The PSUs are intended to comply with the requirements of Code Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the PSUs fail to comply with the requirements of Code Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the PSUs to comply with Code Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Code Section 409A. For purposes of determining timing of payments, to the extent required by Code Section 409A, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Code Section 409A, and any payment to a “specified employee” within the meaning of Code Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.
16.Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.
| LITTELFUSE, INC. | |||||
| By: | /s/ Gregory N. Henderson | ||||
| Gregory N. Henderson | |||||
| President and Chief Executive Officer | |||||
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Exhibit A
The number of Shares that will vest in respect of the PSUs shall be determined based on the Company’s Relative TSR Percentile (as defined below) over the period commencing on the Grant Date and ending on the date immediately preceding the third anniversary thereof (the “Performance Period”) in accordance with the following table (with linear interpolation between the specified levels):
Relative TSR Percentile | Payout (Percentage of Target) | |||||||
| Maximum | 75th percentile or above | 200% | ||||||
Target | 50th percentile | 100% | ||||||
Threshold | 25th percentile | 50% | ||||||
Below 25th percentile | 0% | |||||||
Notwithstanding the table above, the number of Shares that will vest in respect of the PSUs shall not exceed 100% of target if the Company’s TSR (as defined below) for the Performance Period is negative. The Committee shall certify the extent to which Relative TSR Percentile is achieved and the number of Shares that will vest in respect of the PSUs as soon as practicable following the end of the Performance Period. Except as otherwise determined by the Committee, any Shares in respect of the PSUs that do not become vested in accordance with this Exhibit A and the Award Agreement shall be forfeited.
Definitions
“Beginning Stock Price” shall mean the average of the closing prices of the applicable share during the 30 consecutive trading days preceding the first trading day of the Performance Period.
“Dividends Paid” shall mean the value at the end of the Performance Period of all dividends paid with respect to a dividend record date that occurs during the Performance Period (whether or not the dividend payment date occurs during the Performance Period), assuming same-day reinvestment of the dividends into shares of the company’s stock based on the closing stock price on the dividend record date and taking into account dividends paid with respect to such reinvested dividends, appropriately adjusted to reflect stock splits, spin-offs and similar transactions.
“Ending Stock Price” shall mean the average of the closing prices of the applicable share (as appropriately adjusted to reflect stock splits, spin-offs and similar transactions that occurred during the Performance Period) during the 30 consecutive trading days ending on the last trading day of the Performance Period.
“Index Constituents” means the companies included in the Russell 3000 Index as of the first day of the Performance Period (other than the Company), with each company weighted equally for purposes of computing TSR of the Index Constituents. Any such company that ceases to be publicly traded during the Performance Period due to
(i) bankruptcy, liquidation, dissolution or otherwise ceasing to conduct operations shall be deemed to have a TSR of negative 100% for the Performance Period, or (ii) a merger, sale, acquisition, business combination or other similar event shall cease to be an Index Constituent.
“Relative TSR Percentile” shall mean the percentile rank of the Company’s TSR compared to the TSR of the Index Constituents for the Performance Period, rounded to the nearest one-tenth of a percentage point.
“TSR” shall mean the appreciation of share price (plus any Dividends Paid on the shares) during the Performance Period, calculated as follows and expressed as an annualized percentage:
[Ending Stock Price plus Dividends Paid minus Beginning Stock Price] divided by [Beginning Stock Price]
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APPENDIX
WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse holding, processing, using, and transferring your personal data relating to this Award across country borders to the Littelfuse corporate headquarters in the United States, to the extent determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply with securities or other applicable laws. You acknowledge that transfers of your personal data may include providing your information to recordkeepers or third party administrators for the Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or prospective or future purchasers of Littelfuse (or its affiliates or the business for which you work). You further acknowledge that your personal information may include your name, address, tax identification number, work location, and information about your awards. You further acknowledge that you have received a copy of the Plan and that you understand your participation in the Plan is voluntary. You can revoke your consent to the transfer of your personal data, access or correct your data, or obtain a copy of the Littelfuse data processing policies or the Plan, by contacting our VP, Total Rewards & HRIS during normal U.S. business hours (9 a.m. – 6 p.m. CST) at (920) 366-7716. | ||
WARNING FOR HONG KONG RESIDENTS: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this Award. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. | ||
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EXHIBIT 10.10
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Tier II)
Littelfuse, Inc. (the “Company”) hereby grants to /$ParticipantName$/ (the “Grantee”), a Participant in the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan, as amended from time-to-time (the “Plan”), a Restricted Stock Unit Award (the “Award”) for units representing Shares of common stock of the Company (“Restricted Stock Units” or “RSUs”), subject to the terms and conditions as described herein. This agreement to grant Restricted Stock Units (the “Award Agreement”), is effective as of /$GrantDate$/ (the “Grant Date”).
RECITALS
A.The Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Littelfuse, Inc. Long-Term Incentive Plan as an incentive to attract, retain and motivate highly qualified individuals.
B.Under the Plan, the Compensation Committee of the Board (the “Committee”), or its delegate, has the exclusive authority to interpret and apply the Plan and this Award Agreement.
C.The Committee has approved the granting of Restricted Stock Units to the Grantee pursuant to the Plan to provide an incentive to the Grantee to focus on the long-term growth of the Company and its subsidiaries.
D.To the extent not specifically defined herein, all capitalized terms used in this Award Agreement shall have the meaning set forth in the Plan. If there is any discrepancy between the Award Agreement and the Plan, the Plan will always govern.
In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Grantee agree as follows:
1.Grant of Restricted Stock Units. The Company hereby grants to the Grantee a Restricted Stock Unit Award, described below, subject to the terms and conditions in this Award Agreement. This Award is granted pursuant to the Plan and its terms are incorporated by reference.
Award Type | Grant Date | Number of RSUs | ||||||
/$GrantType$/ | /$GrantDate$/ | /$AwardsGranted$/ | ||||||
2.Vesting of Restricted Stock Units. Subject to the provisions of Section 3, the RSUs will vest (in whole Shares, rounded down) in accordance with the schedule below:
| Installment | Vesting Date Applicable to Installment | ||||
| 33 1/3% | 1st anniversary of Grant Date | ||||
| 33 1/3% | 2nd anniversary of Grant Date | ||||
| 33 1/3% | 3rd anniversary of Grant Date | ||||
3.Termination of Employment or Service and Change in Control.
a.General. Except as otherwise set forth in Sections 3 b., 3c. and 3d. below, if the Grantee terminates all employment and Service with the Company and its Subsidiaries for any reason (including upon a termination for Cause), any RSU that is not vested under the schedule in Section 2 is forfeited as of the date of the Grantee’s termination of employment and Service.
b.Retirement. If the Grantee retires from all employment and Service with the Company and its Subsidiaries after reaching age 62 and completing 5 years of continuous Service and is determined to be in good standing at the time of the retirement, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and Service with the Company or any of its Subsidiaries completed from the Grant Date to the date of retirement (rounded down to the nearest whole number so that no fractional shares will vest).
c.Death or Disability. If the Grantee terminates all employment and Service with the Company and its Subsidiaries as a result of death or Disability, the unvested portion of the RSU shall vest pro-rata, based on the Grantee’s continuous employment and Service with the Company or any of its Subsidiaries completed from the Grant Date to the date of termination (rounded down to the nearest whole number so that no fractional Shares will vest).
d.Change in Control. In the event of a Change in Control, the RSUs shall be assumed, converted, or replaced by the acquiring or continuing entity on substantially the same terms and conditions or with substantially equivalent economic benefits (as determined by the Committee) and vest in accordance with the schedule set forth in Section 2 above; provided, however, that the unvested portion of the RSUs shall become immediately vested if the Grantee's employment and Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or, if the Grantee is subject to a Change of Control Agreement with the Company, by the Grantee for Good Reason (as defined in the Change of Control Agreement between the Company and the Grantee (the “COC Agreement”)) within two years following a Change in Control, and provided further, that the unvested portion of the RSUs shall become immediately vested upon the Change in Control if the RSUs are not properly assumed, converted, or replaced by the acquiring or continuing entity.
The existence of cause will be determined in the sole discretion of the Chief Legal Officer of the Company (or, in the case of an RSU held by such officer, the Chief Executive Officer of the Company). Also, the Committee may, in its sole discretion, choose to accelerate the vesting of the Award in special circumstances.
4.Delivery of Shares. As soon as reasonably practicable following each vesting date, the vested RSUs shall be converted into Shares, or the equivalent value in cash, and delivered to the Grantee, pursuant to Section 8.3 of the Plan; provided, such Shares or equivalent value in cash shall be delivered to the Grantee no later than 60 days following the applicable vesting date. Fractional Shares will not be paid.
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5.Responsibility for Taxes and Withholding. The Grantee acknowledges that, regardless of any action the Company or its Subsidiary employing the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (the “Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs into Stock or the receipt of an equivalent cash payment, the subsequent sale of any Stock acquired at vesting and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, pursuant to Section 16 of the Plan, if permissible under local law and subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company or the Employer, or their respective agents, to withhold whole Shares to be issued upon vesting/settlement of the RSUs equal to all applicable Tax-Related Items, rounded down to the nearest whole Share (“net settlement”). Alternatively, or in addition, subject to any restrictions provided by the Committee prior to the vesting of the RSUs, the Grantee authorizes the Company and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation payable to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) personal check or other cash equivalent acceptable to the Company or the Employer (as applicable).
Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or such greater amounts not to exceed the maximum statutory rate necessary, in the applicable jurisdiction, to satisfy federal, state, and local withholding tax requirements (but only if withholding at a rate greater than the minimum statutory rate will not result in adverse financial accounting consequences). In the event that the Company or the Employer withholds an amount for Tax-Related Items that exceeds the maximum withholding amount under applicable law, the Grantee shall receive a refund of such over-withheld amount in cash and shall have no entitlement to an equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Grantee’s participation in the Plan.
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Finally, the Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Grantee fails to comply with his or her obligation in connection with the Tax-Related Items.
6.Transferability. The RSUs are not transferable other than: (a) by will or by the laws of descent and distribution; (b) pursuant to a domestic relations order; or (c) to members of the Grantee’s immediate family, to trusts solely for the benefit of such immediate family members or to partnerships in which family members and/or trusts are the only partners, all as provided under the terms of the Plan. After any such transfer, the transferred RSUs shall remain subject to the terms of the Plan.
7.Adjustment of Shares. In the event of any transaction described in Section 4.3 of the Plan, the terms of this Award may be adjusted as set forth in Section 4.3 of the Plan.
8.Shareholder Rights; Dividend Equivalents. The grant of RSUs does not confer on the Grantee any rights as a shareholder or any contractual or other rights of Service or employment with the Company or its Subsidiaries. The Grantee will not have shareholder rights with respect to any Shares subject to an RSU until the RSU is vested and Shares are delivered to the Grantee. With respect to each cash dividend on the Shares for which the record date occurs prior to the vest date, the unvested portion of the RSUs shall be increased by the quotient of (i) the per Share cash dividend amount multiplied by the unvested portion of RSUs on the dividend payment date, divided by (ii) the closing price of a Share on the dividend payment date. Dividend equivalents under this Award Agreement will be accrued (without interest) and will be subject to the same conditions as the RSUs to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the RSUs.
9.Data Privacy. In order to perform its requirements under the Plan, the Company or one or more of its Subsidiaries may process sensitive personal data about the Grantee. Such data includes but is not limited to the information provided in the Award package and any changes thereto, other appropriate personal and financial data about the Grantee, and information about the Grantee’s participation in the Plan and RSUs exercised under the Plan from time to time. By accepting this Award Agreement, the Grantee hereby gives consent to the Company and its subsidiaries to hold, process, use and transfer any personal data outside the country in which the Grantee is employed and to the United States, and vice-versa. The legal persons for whom the personal data is intended includes the Company and any of its Subsidiaries, the outside plan administrator as selected by the Company from time to time, and any other person that the Company may find appropriate in its administration of the Plan. The Grantee may review and correct any personal data by contacting the local Human Resources Representative. The Grantee understands that the transfer of the information outlined herein is important to the administration of the Plan and failure to consent to the transmission of such information may limit or prohibit participation in the Plan.
10.Appendix. Notwithstanding any provisions in this Award Agreement, the grant of the RSUs shall be subject to any special terms and conditions set forth in any appendix (or any appendices) to this Award Agreement for the Grantee's country (the "Appendix"). Moreover, if the Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application
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of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.
11.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
12.Severability. If one or more of the provisions in this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
13.Amendments. Except as otherwise provided in Section 14, this Award Agreement may be amended only by a written agreement executed by the Company and the Grantee.
14.Code Section 409A. The RSUs are intended to comply with the requirements of Code Section 409A. The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the RSUs fail to comply with the requirements of Code Section 409A, the Company may, at the Company’s sole discretion, and without the Grantee’s consent, amend this Award Agreement to cause the RSUs to comply with Code Section 409A. Any payments under this Award shall be treated as separate payments for purposes of Code Section 409A. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Code Section 409A, and any payment to a “specified employee” within the meaning of Code Section 409A made on account of a separation from service shall be subject to a 6-month specified employee delay in accordance with Section 13.2(b) of the Plan.
15. Governing Law. This Award Agreement shall be construed under the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, as of the Grant Date.
| LITTELFUSE, INC. | |||||
| By: | /s/ Gregory N. Henderson | ||||
| Gregory N. Henderson | |||||
| President and Chief Executive Officer | |||||
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APPENDIX
WAIVER OF DATA PRIVACY FOR NON-U.S. RESIDENTS By accepting this Award (whether by electronic means or otherwise), you consent to Littelfuse holding, processing, using, and transferring your personal data relating to this Award across country borders to the Littelfuse corporate headquarters in the United States, to the extent determined by Littelfuse to be necessary to operate the Plan, administer awards, maintain records of holders of equity rights in Littelfuse, carry out the operations of Littelfuse, or comply with securities or other applicable laws. You acknowledge that transfers of your personal data may include providing your information to recordkeepers or third party administrators for the Plan, registrars or brokers hired to handle transactions involving Littelfuse common stock, or prospective or future purchasers of Littelfuse (or its affiliates or the business for which you work). You further acknowledge that your personal information may include your name, address, tax identification number, work location, and information about your awards. You further acknowledge that you have received a copy of the Plan and that you understand your participation in the Plan is voluntary. You can revoke your consent to the transfer of your personal data, access or correct your data, or obtain a copy of the Littelfuse data processing policies or the Plan, by contacting our VP, Total Rewards & HRIS during normal U.S. business hours (9 a.m. – 6 p.m. CST) at (920) 366-7716. | ||
WARNING FOR HONG KONG RESIDENTS: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. If you are a Hong Kong resident, you are advised to exercise caution in relation to this Award. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. | ||
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APPENDIX TO THE
AMENDED AND RESTATED LITTELFUSE, INC. LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
FRANCE
Unless the Corporation notifies you otherwise, the below terms apply to you if, at the Award Date, you are a French Participant.
French-qualified RSUs granted under the French Subplan. The Award is granted under and is subject to the terms of the Subplan for Restricted Stock Units Granted to French Participants (the "French Subplan") and is intended to qualify for specific tax and social security treatment under Sections L. 225-197-1 to L 225-197-5 and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended. The Corporation does not undertake to maintain the qualified status of the Award and you will not be entitled to damages of any nature whatsoever if the Award becomes disqualified. References to the "Plan" used in this agreement shall include the French Subplan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan or, as applicable, in the French Subplan.
Vesting Schedule. This provision supplements Section 2 of the Agreement:
Notwithstanding the vesting schedule set forth in Section 2 of the Agreement, in no event shall a Vesting Date occur prior to the first anniversary of the Grant Date of the Award, or such other period as is required to comply with the minimum vesting period under Section L. 225-197-1 of the French Commercial Code, as amended.
Mandatory Holding Period. You may not sell or transfer the Shares issued at vesting of the Award prior to the second anniversary of the Grant Date each or such other period as is required to comply with the minimum mandatory holding period under Section L. 225-197-1 of the French Commercial Code, as amended. Further, if at the Grant Date, you are a corporate officer of the Corporation or a French Entity (as set forth and defined under Section 3 (a) of the French Subplan), you will be required to hold 15 percent (or such other amount as is required by applicable law) of the Shares issued to you upon vesting of the Award in a nominative account until you no longer hold one of the foregoing positions, so long as this restriction is applicable to French-Qualified RSUs granted by the Corporation.
Closed Periods. Any Shares acquired upon vesting of the Award may not be sold during certain Closed Periods as provided for and defined by Section L. 22-10-59 of the French Commercial Code, as amended, and by the French Subplan, for so long as and to the extent that the Closed Periods are applicable to Shares underlying French-Qualified RSUs granted by the Corporation. Under current law, such Closed Periods are as follows:
(i)Thirty calendar days before the announcement of an intermediate financial report or end-of-year report that the Corporation is required to make public; or
(ii) For members of the Board (conseil d'administration) or Supervisory Board (conseil de surveillance), members of the Executive Board (directoire) or acting as Chief Executive Officer (directeur général) or Deputy Chief Executive Officer (directeur général délégué) or employees having knowledge of confidential information within the meaning of Article 7 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and cancelling the Directive 2003/6/UE and Directives 2003/124/CE Parliament and
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2003/125/CE and 2004/72/CE of the Commission which has not been made public, the underlying Shares cannot be sold or transferred until such confidential information has been made public.
Termination by Reason of Death. This provision supplements Section 3. c. of the Agreement:
In accordance with Section 5 of the French Subplan, in the event of termination of your active employment by reason of your death, upon the Corporation’s receipt within six months following your death of a written request from your heirs in a form satisfactory to the Corporation, all of your unvested French-Qualified RSUs shall vest and the Company shall issue the relevant Shares to an account for the benefit of your heirs, unless and until the performance vesting conditions, if any, are satisfied. In the event of your death, your heirs will not be subject to the Mandatory Holding Period or Closed Period restrictions referenced above in this Appendix.
Termination by Reason of Disability. This provision supplements Sections 3. c. and 4. of the Agreement:
In the event of termination of your active employment by reason of your Disability (as defined in the French Subplan), you will not be subject to the Mandatory Holding Period or Closed Period restrictions referenced above in this Appendix.
French Taxes. This provision supplements Section 6 of the Agreement:
You understand and acknowledge that, if you are a French tax resident, you are solely responsible for paying any French personal income tax due in connection with the Award, as well as any related taxes, and, unless otherwise required by applicable law, neither the Corporation nor the French Entity will withhold any such French personal income tax or other French taxes due in connection with the Award, regardless of any language to the contrary in Section 6 of the Agreement.
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EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Gregory N. Henderson, certify that:
1I have reviewed this Quarterly Report on Form 10-Q of Littelfuse Inc.;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 6, 2026 | |||||
| /s/ Gregory N. Henderson | |||||
| Gregory N. Henderson President and Chief Executive Officer | |||||
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, Abhishek Khandelwal, certify that:
1I have reviewed this Quarterly Report on Form 10-Q of Littelfuse Inc.;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: May 6, 2026 | |||||
| /s/ Abhishek Khandelwal | |||||
| Abhishek Khandelwal Executive Vice President and Chief Financial Officer | |||||
EXHIBIT 32.1
LITTELFUSE, INC.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of title 18, United States Code), each of the undersigned officers of Littelfuse, Inc. (“the Company”) does hereby certify that to his knowledge:
The Quarterly Report of the Company on Form 10-Q for the fiscal quarter ended March 28, 2026 (“the Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Gregory N. Henderson | /s/ Abhishek Khandelwal | |||||||
| Gregory N. Henderson | Abhishek Khandelwal | |||||||
| President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | |||||||
| Dated: May 6, 2026 | Dated: May 6, 2026 | |||||||