Littelfuse Inc 10-Q for FY2026 Q3
Littelfuse Inc (LFUS)
10-Q
2026-10-28
For: 2026-09-26
View Original
Added on
October 28, 2026
About this 10-Q
Littelfuse Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Littelfuse reported third-quarter 2026 net sales of $766.7 million, up 22.7%, and net income of $115.4 million; nine-month operating cash flow rose to $456.6 million. A €24.6 million semiconductor amendment fee reduced third-quarter net sales. AI summary
Headline figures
Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $766.73M
- up 22.7% from $624.64M a year earlier
- Net income
- $115.38M
- up 66.0% from net income of $69.52M a year earlier
- Diluted EPS
- $4.49
- up 62.1% from $2.77 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 September 26, 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 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 October 23, 2026, the registrant had outstanding 25,403,547 shares of common Stock, net of treasury shares.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Condensed Consolidated Balance Sheets as of September 26, 2026 (unaudited) and December 27, 2025 | ||||||||
| Condensed Consolidated Statements of Operations for the three and nine months ended September 26, 2026 (unaudited) and September 27, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 26, 2026 (unaudited) and September 27, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 26, 2026 (unaudited) and September 27, 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Stockholders' Equity for the nine months ended September 26, 2026 (unaudited) and September 27, 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) | September 26, 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 | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands, except per share data) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 loss (gain) | ( | |||||||||||||||||||||||||
| 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 | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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)
| Nine Months Ended | ||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 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 | ( | |||||||||||||
| Increase 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 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| 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 June 27, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Withheld shares on restricted share units for withholding taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock options exercised | |||||||||||||||||||||||||||||||||||||||||
Cash dividends paid ($ | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at September 26, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
7
| 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 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 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 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Excise tax adjustment on stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Cash dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Non-controlling interest | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Withheld shares on restricted share units for withholding taxes | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Excise tax adjustment on stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Cash dividends paid ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
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 18,000 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 and nine months ended September 26, 2026 and September 27, 2025:
| Three Months Ended September 26, 2026 | Nine Months Ended September 26, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics Segment | Transportation Segment | Industrial Segment | Total | 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 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
9
| Three Months Ended September 27, 2025 | Nine Months Ended September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics Segment | Transportation Segment | Industrial Segment | Total | 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 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See Note 14, Segment Information, for net sales by segment and country.
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.
On September 15, 2026, the Company entered into an Amended Share Purchase Agreement and Supply and Services Agreement (the "Amendment") with Elmos Semiconductor SE ("Elmos"). The Amendment is intended to further support the Company’s semiconductor strategy by enhancing strategic flexibility, accelerating and simplifying certain legacy contractual arrangements and increasing the Company’s ability to optimize the Dortmund Semiconductor GmbH asset over time.
Among other matters, the Amendment provides for the release of cross-guarantees previously provided by Littelfuse entities, modifies certain transfer restrictions, and updates selected commercial terms related to the existing supply relationship. Collectively, these changes provide the Company with greater flexibility to evaluate future operational, strategic and capital allocation alternatives while continuing to support its broader semiconductor portfolio strategy and focus on high-value growth opportunities.
In consideration for entering into the Amendment, the Company will pay Elmos a one-time amendment fee of €24.6 28.5 million) and the full amount was recorded as a reduction of Net sales in the semiconductor business within the Electronics segment in the third quarter of 2026. Cash payments of €15 million and €9.6 million will be paid in the fourth quarter of 2026 and the second quarter of 2027, respectively.
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
10
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.
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash at September 26, 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) | September 26, 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
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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.
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 subject to a working capital adjustment.
The Company financed the transaction with cash on hand. The total purchase consideration was $352.0 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 Basler acquisition:
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| (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 nine months ended September 26, 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. During the three months ended September 26, 2026, the Company received a final working capital adjustment of $1.1 million. As a result of these adjustments, goodwill was increased by $7.5 million. The Company paid $2.8 million of indebtedness as part of the purchase consideration during the nine months ended September 26, 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 was fully 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 was sold and reflected as other non-segment costs, of which a non-cash charge of $5.4 million to cost of goods sold was recognized during the first quarter of 2026 and reflected as other non-segment costs.
For the nine months ended September 26, 2026, the Company recorded $0.5 million of legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statement of Operations. 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. 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 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:
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| (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 quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.
During the three and nine months ended September 27, 2025, the Company did not 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.
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Net income per share — basic | ||||||||||||||||||||||||||
| Net income per share — diluted | ||||||||||||||||||||||||||
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Pro forma results presented above primarily reflect the following adjustments:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||
| Amortization (a) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Depreciation | ( | ( | ||||||||||||||||||||||||
| Amortization of inventory adjustments (b) | ( | |||||||||||||||||||||||||
| Transaction costs (c) | ||||||||||||||||||||||||||
| Income tax benefit (expense) of above items | ( | |||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(a) The amortization adjustment for the three and nine months ended September 27, 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 nine months ended September 26, 2026 and September 27, 2025. The inventory adjustment related to the Basler acquisition was fully amortized over three months as the inventory was sold during the first quarter of 2026. 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 Fab acquisitions for the nine months ended September 26, 2026 and September 27, 2025, respectively.
3. Inventories
The components of inventories at September 26, 2026 and December 27, 2025 were as follows:
| (in thousands) | September 26, 2026 | December 27, 2025 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventory reserves | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
4. Property, Plant, and Equipment, net
The components of net property, plant, and equipment at September 26, 2026 and December 27, 2025 were as follows:
| (in thousands) | September 26, 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 $19.8 million and $18.6 million for the three months ended September 26, 2026 and September 27, 2025, respectively, and $58.6 million and $56.4 million for the nine months ended September 26, 2026 and September 27, 2025, respectively, in Cost of sales, Selling, general, and administrative expenses, and Research and development expenses in the Condensed Consolidated Statements of Operations. In addition, during the three and nine months ended September 26, 2026, the Company recognized fixed asset impairment charges of $0.2 million and $13.4 million, respectively, primarily related to the announced closure and/or disposition of two
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5. Goodwill and Other Intangible Assets
The amounts for goodwill and changes in the carrying value by segment for the nine months ended September 26, 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 September 26, 2026 | ||||||||||||||||||||||||||
Gross goodwill as of September 26, 2026 | ||||||||||||||||||||||||||
Accumulated impairment losses as of September 26, 2026 | ( | ( | ( | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(a) The adjustments were related to the acquisition of Basler.
The components of intangible assets as of September 26, 2026 and December 27, 2025 were as follows:
| As of September 26, 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 | $ | $ | $ | ||||||||||||||||||||
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 in the Basler acquisition consisted of the following:
| 2026 | |||||||||||
| (in thousands, except weighted average useful life) | Weighted Average Useful Life (Years) | Amount | |||||||||
| Basler | |||||||||||
| Patents, developed technology | $ | ||||||||||
| Customer relationships, trademarks, and tradenames | |||||||||||
| Total | $ | ||||||||||
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During the three months ended September 26, 2026 and September 27, 2025, the Company recorded amortization expense of $14.6 million and $15.0 million, respectively. During the nine months ended September 26, 2026 and September 27, 2025, the Company recorded amortization expense of $45.9 million and $44.2 million, respectively.
During the three months ended September 26, 2026, the Company recorded a non-cash impairment charge of $1.3 million related to the acquired customer relationships from the acquisition of Dortmund Fab in the Electronics-Semiconductor reporting unit within the Electronics segment. This impairment resulted from lower expectations of future revenue and cash flows and was determined using Level 3 inputs and estimated based on cash flow analyses, which included management’s assumptions related to future revenues and profitability.
Estimated annual amortization expense related to intangible assets with definite lives as of September 26, 2026 was as follows:
(in thousands) | Amount | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total | $ | ||||
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6. Accrued Liabilities
The components of accrued liabilities as of September 26, 2026 and December 27, 2025 were as follows:
| (in thousands) | September 26, 2026 | December 27, 2025 | ||||||||||||
| Employee-related liabilities | $ | $ | ||||||||||||
| Other customer reserves | ||||||||||||||
| Current lease liability | ||||||||||||||
| Other non-income taxes | ||||||||||||||
| Professional services | ||||||||||||||
| Restructuring liability | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Interest | ||||||||||||||
| 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.
In consideration for entering into the Amendment with Elmos, the Company will pay Elmos a one-time amendment fee of €24.6 24.6 28.0 million) in the third quarter of 2026. Cash payments of €15 million and €9.6 million will be paid in the fourth quarter of 2026 and the second quarter of 2027, respectively.
7. Restructuring, Impairment, and Other Charges
The Company recorded restructuring, impairment, and other charges for the three and nine months ended September 26, 2026 and September 27, 2025 as follows:
| Three Months Ended September 26, 2026 | Nine Months Ended September 26, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics | Transportation | Industrial | Total | Electronics | Transportation | Industrial | Total | |||||||||||||||||||||||||||||||||||||||
| Employee terminations | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Other restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Total restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 27, 2025 | Nine Months Ended September 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Electronics | Transportation | Industrial | Total | Electronics | Transportation | Industrial | Total | |||||||||||||||||||||||||||||||||||||||
| Employee terminations | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Other restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Total restructuring charges | |||||||||||||||||||||||||||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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2026
For the three and nine months ended September 26, 2026, the Company recorded total restructuring charges of $4.7 million and $19.0 million, respectively, 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 across the commercial vehicle business within the Transportation segment and industrial control and sensor products within the Industrial segment. During the three months ended September 26, 2026, the Company recorded a non-cash impairment charge of $1.3 million related to the impairment of acquired customer relationships from the acquisition of Dortmund Fab in the Semiconductor business within the Electronics segment. In addition, for the three and nine months ended September 26, 2026, the Company recognized fixed asset impairment charges of $0.2 million and $13.4 million, respectively, primarily related to the announced closure and/or disposition of two
2025
For the three and nine months ended September 27, 2025, the Company recorded total restructuring charges of $1.6 million and $13.0 million, respectively, 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.
The restructuring reserves as of September 26, 2026 and December 27, 2025 were $6.4 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 September 26, 2026 and December 27, 2025, respectively. The Company anticipates the remaining payments associated with employee terminations will substantially be completed during fiscal year 2027.
8. Debt
The carrying amounts of debt at September 26, 2026 and December 27, 2025 were as follows:
| (in thousands) | September 26, 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 September 26, 2026. Prior to entering into the Credit Agreement, the Company paid off
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$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 September 26, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88 % with the hedge.
As of September 26, 2026, the Company had $0.1 million of outstanding letters of credit and had $599.9 million of borrowing capacity available under the revolving credit facility. As of September 26, 2026, the Company was in compliance with all covenants under the Credit Agreement.
Debt Issuance Cost
During the nine months ended September 26, 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 the €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 the $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 quarter of 2025, the Company paid off the
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$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. As of September 26, 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 $8.2 million and $11.1 million for the three months ended September 26, 2026 and September 27, 2025, respectively, and $21.3 million and $29.0 million for the nine months ended September 26, 2026 and September 27, 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.
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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. The Company sold its investment in Polytronics Technology Corporation Ltd. during the second quarter of 2026, with net proceeds of $7.4 million recognized in Net proceeds from sale of property, plant and equipment, and other in investing activities on the Condensed Consolidated Statement of Cash Flows.
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 and nine months ended September 26, 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 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 the 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 September 26, 2026, the Company recorded a nominal pre-tax unrealized loss on the cross-currency swaps. For the nine months ended September 26, 2026, the Company recorded a pre-tax unrealized gain on the cross-currency swaps of $1.9 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 September 26, 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:
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| 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 | ||||||||||
| March 31, 2026 | June 7, 2027 | ||||||||||
| May 4, 2026 | June 28, 2027 | ||||||||||
| June 2, 2026 | August 2, 2027 | ||||||||||
| June 29, 2026 | August 30, 2027 | ||||||||||
| August 3, 2026 | September 27, 2027 | ||||||||||
| August 31, 2026 | November 1, 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 and nine months ended September 26, 2026, the Company recorded a pre-tax unrealized loss on the collars of $2.9 million and $6.2 million, respectively. As of September 26, 2026, the Company estimates that approximately $1.0 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 and nine months ended September 26, 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 and nine months ended September 26, 2026, the Company recorded a pre-tax unrealized gain on the interest rate swap of $0.1 million and $0.8 million, respectively. As of September 26, 2026, the Company estimates that approximately $2.4 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
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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.
As of September 26, 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 | September 26, 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 and nine months ended September 26, 2026 and September 27, 2025 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| (in thousands) | Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Operations | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 and nine months ended September 26, 2026 and September 27, 2025 were as follows:
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| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 | $ | $ | $ | ( | $ | |||||||||||||||||||||
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 September 26, 2026 to the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of September 26, 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 September 26, 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| 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 receivables and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and trade receivables approximate their fair values. The Company’s revolving and term loan debt facilities' fair values approximate book value at September 26, 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
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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 U.S. Senior Notes, Series B, as of September 26, 2026 and December 27, 2025 were as follows:
| September 26, 2026 | December 27, 2025 | |||||||||||||||||||||||||
| (in thousands) | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||
Impairments
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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 and nine months ended September 26, 2026 and September 27, 2025 were as follows:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 fourth quarter of 2026 estimated to be 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 2.3 million and $2.2 million for the nine months ended September 26, 2026 and September 27, 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 $0.4 1.1
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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 September 26, 2026 | Three Months Ended September 27, 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) | $ | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
| (in thousands) | Nine Months Ended September 26, 2026 | Nine Months Ended September 27, 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 nine months ended September 26, 2026 and September 27, 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 September 26, 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 September 27, 2025 | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
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Amounts reclassified from accumulated other comprehensive income (loss) to earnings for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 and nine months ended September 26, 2026 was 23.2 % and 23.1 %, respectively, compared to the effective tax rate for the three and nine months ended September 27, 2025 of 26.6 % and 26.8 %, respectively. The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 periods primarily due to a one-time tax benefit associated with the dissolution of one of the Company's affiliates, lapses in the statute of limitations for previously unrecognized tax benefits, and excess tax benefits related to share-based compensation recognized in 2026. In addition, the 2025 effective tax rate was adversely impacted by foreign exchange losses in non-U.S. jurisdictions for which no related tax benefit was recognized.
The effective tax rate for the three and nine months ended September 26, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit recognized, partially offset by the one-time tax benefit associated with the dissolution of one of the Company's affiliates, lapses in the statute of limitations for previously unrecognized tax benefits, and excess tax benefits related to share-based compensation. The effective tax rate for the three and nine months ended September 27, 2025 was higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S. jurisdictions with no related tax benefit recognized.
13. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 1,158 and 101,354 for the three months ended September 26, 2026 and September 27, 2025, respectively, and 654 and 322,843 for the nine months ended September 26, 2026 and September 27, 2025, respectively.
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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 common stock for the period from May 1, 2024 to April 30, 2027 ("2024 program"). The Company did not not 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 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.
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.
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•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.
The Company has provided this segment information for comparable prior periods. Segment information is summarized as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 loss (gain) | ( | |||||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Included in "Other" Operating income for the third quarter of 2026 was $4.7 million ($19.0 million year-to-date) of restructuring charges primarily related to employee termination costs and a $1.3 million non-cash impairment charge related to the acquired customer relationships from the acquisition of Dortmund Fab in the semiconductor business within the Electronics segment. In addition, for the third quarter of 2026, the Company recognized fixed asset impairment charges of $0.2 million ($13.4 million year-to-date) primarily related to the announced closure and/or disposition of two 3.5 million ($5.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in "Other" Operating income for the third quarter of 2025 was $1.6 million ($13.1 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $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. In addition, during the third quarter of 2025, the Company recognized $1.4 million ($3.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and a $0.3 million loss related to the sale of the Marine business within the
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Transportation segment. During the first quarter of 2025, the Company recognized a $0.5 million purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
(b) Other segment operating expenses include cost of sales, selling, general, and administrative 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.
The Company’s depreciation and amortization expenses by segment for the three and nine months ended September 26, 2026 and September 27, 2025 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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 | Nine Months Ended | |||||||||||||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 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) | September 26, 2026 | December 27, 2025 | ||||||||||||
| Long-lived assets | ||||||||||||||
| United States | $ | $ | ||||||||||||
| China | ||||||||||||||
| Mexico | ||||||||||||||
| Germany | ||||||||||||||
| Philippines | ||||||||||||||
| Other countries | ||||||||||||||
| Total long-lived assets | $ | $ | ||||||||||||
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The Company’s additions to net property, plant, and equipment by country were as follows:
| Nine Months Ended | ||||||||||||||
| (in thousands) | September 26, 2026 | September 27, 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 September 26, 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.
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Legal Proceedings
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 September 26, 2026.
16. Related Party Transactions
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 September 26, 2026 | Three Months Ended September 27, 2025 | |||||||||||||||||||||||||
| (in millions) | Powersem | EB Tech | ATEC | Powersem | EB Tech | ATEC | ||||||||||||||||||||
| Sales to related party | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Purchase of material/service from related party | ||||||||||||||||||||||||||
| Nine Months Ended September 26, 2026 | Nine Months Ended September 27, 2025 | |||||||||||||||||||||||||
| (in millions) | Powersem | EB Tech | ATEC | Powersem | EB Tech | ATEC | ||||||||||||||||||||
| Sales to related party | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Purchase of material/service from related party | ||||||||||||||||||||||||||
| September 26, 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 18,000 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 third quarter of 2026, the Company recognized net sales of $766.7 million, an increase of $142.1 million, or 22.7% as compared to $624.6 million in the third quarter of 2025 including $36.1 million, or 5.8% of incremental net sales, from the Basler acquisition within the Industrial segment and $1.0 million, or 0.2% of unfavorable 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 $115.4 million, or $4.49 per diluted share, in the third quarter of 2026 compared to $69.5 million, or $2.77 per diluted share, in the third quarter of 2025. The increase in net income was primarily due to higher operating income of $38.7 million and $16.4 million from the Electronics and Industrial segments, respectively, driven by higher net sales and volume leverage.
Net cash provided by operating activities was $456.6 million for the nine months ended September 26, 2026 compared to $295.1 million for the nine months ended September 27, 2025. The increase in net cash provided by operating activities of $161.5 million was primarily due to higher cash earnings and reductions in working capital.
On September 15, 2026, the Company entered into an Amended Share Purchase Agreement and Supply and Services Agreement (the "Amendment") with Elmos Semiconductor SE ("Elmos"). The Amendment is intended to further support the Company’s semiconductor strategy by enhancing strategic flexibility, accelerating and simplifying certain legacy contractual arrangements and increasing the Company’s ability to optimize the Dortmund Semiconductor GmbH asset over time.
Among other matters, the Amendment provides for the release of cross-guarantees previously provided by Littelfuse entities, modifies certain transfer restrictions, and updates selected commercial terms related to the existing supply relationship. Collectively, these changes provide the Company with greater flexibility to evaluate future operational, strategic and capital allocation alternatives while continuing to support its broader semiconductor portfolio strategy and focus on high-value growth opportunities.
In consideration for entering into the Amendment, the Company will pay Elmos a one-time amendment fee of €24.6 million ($28.5 million) and the full amount was recorded as a reduction of Net sales in the semiconductor business within the Electronics segment in the third quarter of 2026. Cash payments of €15 million and €9.6 million will be paid in the fourth quarter of 2026 and the second quarter of 2027, respectively.
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,
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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 third quarter of 2026 included $4.7 million ($19.0 million year-to-date) of restructuring charges primarily related to employee termination costs and a $1.3 million non-cash impairment charge related to the acquired customer relationships from the acquisition of Dortmund Fab in the semiconductor business within the Electronics segment. In addition, for the third quarter of 2026, the Company recognized fixed asset impairment charges of $0.2 million ($13.4 million year-to-date) primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the third quarter of 2026, the Company recognized $3.5 million ($5.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
The third quarter of 2025 included $1.6 million ($13.1 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $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. In addition, during the third quarter of 2025, the Company recognized $1.4 million ($3.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and a $0.3 million loss related to the sale of the Marine business within the Transportation segment. During the first quarter of 2025, the Company recognized a $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
| Third Quarter | First Nine Months | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 766,729 | $ | 624,640 | $ | 142,089 | 22.7 | % | $ | 2,162,479 | $ | 1,792,360 | $ | 370,119 | 20.6 | % | ||||||||||||||||||||||||||||||||||
| Cost of sales | 448,173 | 383,652 | 64,521 | 16.8 | % | 1,283,710 | 1,112,062 | 171,648 | 15.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Gross profit | 318,556 | 240,988 | 77,568 | 32.2 | % | 878,769 | 680,298 | 198,471 | 29.2 | % | ||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 165,200 | 143,572 | 21,628 | 15.1 | % | 504,524 | 419,954 | 84,570 | 20.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Operating income | 153,356 | 97,416 | 55,940 | 57.4 | % | 374,245 | 260,344 | 113,901 | 43.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 150,214 | 94,716 | 55,498 | 58.6 | % | 364,009 | 232,877 | 131,132 | 56.3 | % | ||||||||||||||||||||||||||||||||||||||||
| Income taxes | 34,837 | 25,194 | 9,643 | 38.3 | % | 84,080 | 62,442 | 21,638 | 34.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Net income | 115,377 | 69,522 | 45,855 | 66.0 | % | 279,929 | 170,435 | 109,494 | 64.2 | % | ||||||||||||||||||||||||||||||||||||||||
Net Sales
Net sales increased $142.1 million, or 22.7%, for the third quarter of 2026 compared to the third quarter of 2025 including $36.1 million, or 5.8% of incremental net sales from the Basler acquisition within the Industrial segment and $1.0 million, or 0.2% of unfavorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume of $55.4 million and $13.4 million in the electronics products and semiconductor businesses within the Electronics segment, respectively, driven by higher end market demand and favorable price, and higher volume from the industrial circuit protection products within the Industrial segment and the commercial vehicle business within the Transportation segment. Net sales from
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the semiconductor business within the Electronics segment included a one-time reduction of $28.5 million related to a customer contract amendment fee.
Net sales increased $370.1 million, or 20.6%, for the first nine months of 2026 compared to the first nine months of 2025 including $105.2 million, or 5.9% of incremental net sales from the Basler acquisition within the Industrial segment and $20.5 million, or 1.1% of favorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume of $138.3 million and $56.8 million in the electronics products and semiconductor businesses within the Electronics segment, respectively, driven by higher end market demand and favorable price, and higher volume from the industrial circuit protection products within the Industrial segment. Net sales from the semiconductor business within the Electronics segment included a one-time reduction of $28.5 million related to a customer contract amendment fee.
Cost of Sales
Cost of sales was $448.2 million, or 58.5% of net sales, in the third quarter of 2026 compared to $383.7 million, or 61.4% of net sales, in the third quarter of 2025. The increase of $64.5 million included $20.9 million of incremental cost of sales from the Basler acquisition within the Industrial segment. The remaining increase was due to higher volume in the Electronics segment. As a percent of net sales, cost of sales decreased 2.9% primarily due to improved margin from the Electronics and Industrial segments driven by volume leverage, operational execution, and favorable product mix. These margin improvements were partially offset by a reduction in net sales of $28.5 million in the semiconductor business within the Electronics segment related to a one-time customer contract amendment fee, which unfavorably impacted cost of sales as a percent of net sales by 2.1%.
Cost of sales was $1,283.7 million, or 59.4% of net sales, in the first nine months of 2026 compared to $1,112.1 million, or 62.0% of net sales, in the first nine months of 2025. The increase of $171.6 million included $66.7 million of incremental cost of sales from the Basler acquisition within the Industrial segment. The remaining increase was due to higher volume in the Electronics segment. As a percent of net sales, cost of sales decreased 2.7% primarily due to improved margin in the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage and operational execution. The improved margin was also favorably impacted by higher gross margin from the Basler acquisition, partially offset by a reduction in net sales of $28.5 million, or 0.8% in the semiconductor business within the Electronics segment related to a one-time customer contract amendment fee and purchase accounting inventory charges of $5.4 million, or 0.2%.
Gross Profit
Gross profit was $318.6 million, or 41.5% of net sales, in the third quarter of 2026 compared to $241.0 million, or 38.6% of net sales, in the third quarter of 2025. The increase of $77.6 million in gross profit included an incremental gross profit of $15.3 million from the Basler acquisition. The remaining increase in gross profit was primarily due to higher volume and favorable price, operational execution, and favorable product mix from the Electronics and Industrial segments, and the commercial vehicle business with the Transportation segment. Gross profit was partially offset by a one-time reduction of $28.5 million related to a customer contract amendment fee in the semiconductor business within the Electronics segment, which unfavorably impacted cost of sales as a percent of net sales by 2.1%.
Gross profit was $878.8 million, or 40.6% of net sales, in the first nine months of 2026 compared to $680.3 million, or 38.0% of net sales, in the first nine months of 2025. The $198.5 million increase in gross profit included $38.4 million of incremental gross profit from the Basler acquisition within the Industrial segment. The remaining increase in gross profit and the improved gross margin were primarily due to higher volume, operational execution, and favorable product mix from the Electronics segment and the industrial circuit protection business within the Industrial segment. Additionally, gross margin was higher due to higher gross margin from the Basler acquisition, partially offset by a one-time reduction of $28.5 million, or 0.8% in the semiconductor business within the Electronics segment related to a one-time customer contract amendment fee and the purchase accounting inventory charges of $5.4 million, or 0.2%.
Operating Expenses
Operating expenses were $165.2 million, or 21.5% of net sales, for the third quarter of 2026 compared to $143.6 million, or 23.0% of net sales, for the third quarter of 2025. The increase in operating expenses of $21.6 million was primarily due to higher selling, general, and administrative expenses of $15.0 million due to incremental operating expenses of $12.0 million from the Basler acquisition, higher annual incentive expenses and higher restructuring, impairment, and other charges of $4.6 million, which included $1.3 million of intangible assets impairment charge related to acquired customer relationships from the acquisition of Dortmund Fab in the semiconductor business within the Electronics segment.
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Operating expenses were $504.5 million, or 23.3% of net sales, for the first nine months of 2026 compared to $420.0 million, or 23.4% of net sales, for the first nine months of 2025. The increase in operating expenses of $84.6 million was primarily driven by incremental operating expenses of $35.5 million from the Basler acquisition, higher annual incentive expenses, higher restructuring, impairment, and other charges of $20.5 million, which included $13.4 million of fixed asset impairment charges primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment, and higher research and development expenses of $10.7 million.
Operating Income
Operating income was $153.4 million, representing an increase of $55.9 million, or 57.4%, for the third quarter of 2026 compared to $97.4 million for the third quarter of 2025. The increase in operating income included the incremental operating income from the Basler acquisition. The remaining increase in operating income was due to higher gross profit from the Electronics segment, across all businesses within the Industrial segment and the commercial vehicle business with the Transportation segment, partially offset by higher operating expenses noted above. Operating margins increased from 15.6% in the third quarter of 2025 to 20.0% in the third quarter of 2026 due to improved gross margin from the Electronics and Industrial segments, and the commercial vehicle business within the Transportation segment driven by volume leverage, favorable price, operational execution, and favorable product mix, partially offset by higher selling, general, and administrative expenses and restructuring, impairment, and other charges noted above.
Operating income was $374.2 million, representing an increase of $113.9 million, or 43.8%, for the first nine months of 2026 compared to $260.3 million for the first nine months of 2025. The increase in operating income was due to higher gross profit from the Electronics segment and the industrial circuit protection products business within the Industrial segment, and the incremental gross profit from the Basler acquisition within the Industrial segment, partially offset by higher operating expenses noted above. Operating margins increased from 14.5% in the first nine months of 2025 to 17.3% in the first nine months of 2026 due to improved gross margin from the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage, operational execution and favorable price and product mix, partially offset by higher selling, general, and administrative expenses, and restructuring, impairment, and other charges, and higher research and development expenses noted above.
Income Before Income Taxes
Income before income taxes was $150.2 million, or 19.6% of net sales, for the third quarter of 2026 compared to $94.7 million, or 15.2% of net sales, for the third quarter of 2025. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily impacted by higher foreign exchange losses of $1.5 million and lower interest income from short term cash investments in the third quarter of 2026 compared to the third quarter of 2025, offset by lower interest expense due to lower borrowings compared to the third quarter of 2025.
Income before income taxes was $364.0 million, or 16.8% of net sales, for the first nine months of 2026 compared to $232.9 million, or 13.0% of net sales, for the first nine months of 2025. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes primarily benefited from foreign exchange gains of $0.9 million in the first nine months of 2026 compared to foreign exchange losses of $15.5 million in the first nine months of 2025.
Income Taxes
The effective tax rate for the three and nine months ended September 26, 2026 was 23.2% and 23.1%, respectively, compared to the effective tax rate for the three and nine months ended September 27, 2025 of 26.6% and 26.8%, respectively. The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 periods primarily due to a one-time tax benefit associated with the dissolution of one of the Company's affiliates, lapses in the statute of limitations for previously unrecognized tax benefits, and excess tax benefits related to share-based compensation recognized in 2026. In addition, the 2025 effective tax rate was adversely impacted by foreign exchange losses in non-U.S. jurisdictions for which no related tax benefit was recognized.
The effective tax rate for three and nine months ended September 26, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit recognized, partially offset by the one-time tax benefit associated with the dissolution of one of the Company's affiliates, lapses in the statute of limitations for previously unrecognized tax benefits, and excess tax benefits related to share-based compensation. The effective tax rate for the three and nine months ended September 27, 2025 was higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S. jurisdictions with no related tax benefit recognized.
Segment Results of Operations
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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 | Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 426,239 | $ | 357,457 | $ | 68,782 | 19.2 | % | $ | 1,195,434 | $ | 1,000,372 | $ | 195,062 | 19.5 | % | ||||||||||||||||||||||||||||||||||
| Transportation | 182,643 | 171,311 | 11,332 | 6.6 | % | 535,435 | 512,573 | 22,862 | 4.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Industrial | 157,847 | 95,872 | 61,975 | 64.6 | % | 431,610 | 279,415 | 152,195 | 54.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 766,729 | $ | 624,640 | $ | 142,089 | 22.7 | % | $ | 2,162,479 | $ | 1,792,360 | $ | 370,119 | 20.6 | % | ||||||||||||||||||||||||||||||||||
| Segment Operating Income | Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Electronics | $ | 102,350 | $ | 63,640 | $ | 38,710 | 60.8 | % | $ | 259,545 | $ | 160,267 | $ | 99,278 | 61.9 | % | ||||||||||||||||||||||||||||||||||
| Transportation | 27,330 | 20,187 | 7,143 | 35.4 | % | 77,124 | 67,178 | 9,946 | 14.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Industrial | 33,345 | 16,918 | 16,427 | 97.1 | % | 81,580 | 48,855 | 32,725 | 67.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Total segment operating income | 163,025 | 100,745 | 62,280 | 418,249 | 276,300 | 141,949 | ||||||||||||||||||||||||||||||||||||||||||||
Other (a) | (9,669) | (3,329) | (6,340) | (44,004) | (15,956) | (28,048) | ||||||||||||||||||||||||||||||||||||||||||||
| Total operating income | $ | 153,356 | $ | 97,416 | $ | 55,940 | 57.4 | % | $ | 374,245 | $ | 260,344 | $ | 113,901 | 43.8 | % | ||||||||||||||||||||||||||||||||||
(a) Included in "Other" Operating income for the third quarter of 2026 included $4.7 million ($19.0 million year-to-date) of restructuring charges primarily related to employee termination costs and a $1.3 million non-cash impairment charge related to the acquired customer relationships from the acquisition of Dortmund Fab in the semiconductor business within the Electronics segment. In addition, for the third quarter of 2026, the Company recognized fixed assets impairment charges of $0.2 million ($13.4 million year-to-date) primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the third quarter of 2026, the Company recognized $3.5 million ($5.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $5.4 million purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in "Other" Operating income for the third quarter of 2025 was $1.6 million ($13.1 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $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. In addition, during the third quarter of 2025, the Company recognized $1.4 million ($3.0 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and a $0.3 million loss related to the sale of the Marine business within the Transportation segment. During the first quarter of 2025, the Company recognized a $0.5 million purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
Electronics Segment
Net Sales
Net sales increased $68.8 million, or 19.2%, in the third quarter of 2026 compared to the third quarter of 2025 and included unfavorable changes in foreign exchange rates of $0.5 million, or 0.1%. Net sales increase was primarily due to higher volume of $55.4 million and $13.4 million in the electronics products and semiconductor businesses, respectively, driven by higher end market demand and favorable price.Net sales from the semiconductor business within the Electronics segment included a one-time reduction of $28.5 million related to a customer contract amendment fee.
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Net sales increased $195.1 million, or 19.5%, in the first nine months of 2026 compared to the first nine months of 2025 and included favorable changes in foreign exchange rates of $12.5 million, or 1.3%. Net sales increase was primarily due to higher volume of $138.3 million and $56.8 million in the electronics products and semiconductor businesses, respectively, driven by higher end market demand and favorable price. Net sales from the semiconductor business within the Electronics segment included a one-time reduction of $28.5 million related to a customer contract amendment fee.
Operating Income
Operating income was $102.4 million, representing an increase of $38.7 million, or 60.8%, for the third quarter of 2026 compared to $63.6 million for the third quarter of 2025. The increase in operating income was primarily due to volume leverage, favorable product mix, and operational execution. Operating margins increased from 17.8% in the third quarter of 2025 to 24.0% in the third quarter of 2026 primarily due to volume leverage, operational execution and favorable price and product mix from the electronics products and the semiconductor businesses, partially offset by a one-time reduction of $28.5 million related to a customer contract amendment fee.
Operating income was $259.5 million, representing an increase of $99.3 million, or 61.9%, for the first nine months of 2026 compared to $160.3 million for the first nine months 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 16.0% in the first nine months of 2025 to 21.7% in the first nine months of 2026 primarily due to volume leverage, operational execution, and favorable price and product mix from the electronics products and the semiconductor businesses, partially offset by a one-time reduction of $28.5 million related to a customer contract amendment fee.
Transportation Segment
Net Sales
Net sales increased $11.3 million, or 6.6%, in the third quarter of 2026 compared to the third quarter of 2025 and included unfavorable changes in foreign exchange rates of $0.1 million, or 0.1%. The net sales increase was due to higher volume in the commercial vehicle business driven by improved truck, data center, material handing, construction and agricultural equipment demand, partially offset by lower volume from the passenger car products driven by lower market demand due to lower global passenger car builds and automotive sensors businesses driven by the strategic exit of certain lower margin products.
Net sales increased $22.9 million, or 4.5%, in the first nine months of 2026 compared to the first nine months of 2025 and included favorable changes in foreign exchange rates of $7.8 million, or 1.5%. The remaining net sales increase was due to higher volume in the commercial vehicle and passenger car products businesses, partially offset by lower volume from the automotive sensors business driven by the strategic exit of certain lower margin products.
Operating Income
Operating income was $27.3 million, representing an increase of $7.1 million, or 35.4%, for the third quarter of 2026 compared to $20.2 million for the third quarter of 2025. The increase in operating income was primarily due to higher gross profit from the commercial vehicles business driven by higher volume and favorable price. Operating margins increased from 11.8% in the third quarter of 2025 to 15.0% in the third quarter of 2026 due to higher gross margin from the commercial vehicle business.
Operating income was $77.1 million, representing an increase of $9.9 million, or 14.8%, for the first nine months of 2026 compared to $67.2 million for the first nine months of 2025. The increase in operating income was primarily due to higher gross profit across all businesses driven by operational execution and favorable price, and higher volume in the commercial vehicle business. Operating margins increased from 13.1% in the first nine months of 2025 to 14.4% in the first nine months of 2026. The increase in operating margin was due to improved gross margin in the commercial vehicles and passenger car products businesses and operational execution.
Industrial Segment
Net Sales
Net sales increased $62.0 million, or 64.6%, in the third quarter of 2026 compared to the third quarter of 2025 including $36.1 million, or 37.7% of incremental net sales from the Basler acquisition and unfavorable changes in foreign exchange rates of $0.4 million, or 0.5%. The remaining net sales increase was primarily from the industrial circuit protection products driven by higher volume and favorable price.
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Net sales increased $152.2 million, or 54.5%, in the first nine months of 2026 compared to the first nine months of 2025 including $105.2 million, or 37.6% of incremental net sales from the Basler acquisition and favorable changes in foreign exchange rates of $0.2 million, or 0.1%. The remaining net sales increase was primarily from the industrial circuit protection products driven by higher volume and favorable price.
Operating Income
Operating income was $33.3 million, representing an increase of $16.4 million, or 97.1%, for the third quarter of 2026 compared to $16.9 million for the third quarter of 2025. The increase in operating income was due to higher gross profit margin from the industrial circuit protection products driven by volume leverage, operational efficiencies, favorable price and the incremental increases from the Basler acquisition. Operating margins increased from 17.6% in the third quarter of 2025 to 21.1% in the third quarter of 2026.
Operating income was $81.6 million, representing an increase of $32.7 million, or 67.0%, for the first nine months of 2026 compared to $48.9 million for the first nine months 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 price and the incremental increases from the Basler acquisition. Operating margins increased from 17.5% in the first nine months of 2025 to 18.9% in the first nine months of 2026.
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:
| Third Quarter | First Nine Months | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Change | % Change | 2026 | 2025 | Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 328,825 | $ | 249,880 | $ | 78,945 | 31.6 | % | $ | 897,658 | $ | 724,010 | $ | 173,648 | 24.0 | % | ||||||||||||||||||||||||||||||||||
| Asia-Pacific | 309,826 | 238,008 | 71,818 | 30.2 | % | 843,584 | 667,095 | 176,489 | 26.5 | % | ||||||||||||||||||||||||||||||||||||||||
| Europe | 128,078 | 136,752 | (8,674) | (6.3) | % | 421,237 | 401,255 | 19,982 | 5.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 766,729 | $ | 624,640 | $ | 142,089 | 22.7 | % | $ | 2,162,479 | $ | 1,792,360 | $ | 370,119 | 20.6 | % | ||||||||||||||||||||||||||||||||||
Americas
Net sales increased $78.9 million, or 31.6%, in the third quarter of 2026 compared to the third quarter of 2025 and included unfavorable changes in foreign exchange rates of $0.2 million. The increase in net sales was primarily due to incremental net sales of $25.8 million, or 10.3% from the Basler acquisition within the Industrial segment, and higher volume from all businesses within the Electronics segment, the industrial circuit protection products within the Industrial segment and the commercial vehicle business within the Transportation segment.
Net sales increased $173.6 million, or 24.0%, in the first nine months of 2026 compared to the first nine months of 2025 and included favorable changes in foreign exchange rates of $0.6 million. The increase in net sales was primarily due to incremental net sales of $87.4 million, or 12.1% from the Basler acquisition within the Industrial segment, and higher volume from all businesses within the Electronics segment and the industrial circuit protection products within the Industrial segment.
Asia-Pacific
Net sales increased $71.8 million, or 30.2%, in the third quarter of 2026 compared to the third quarter of 2025 and included favorable changes in foreign exchange rates of $1.5 million and incremental net sales of $8.6 million from the Basler acquisition within the Industrial segment. The remaining increase in net sales was primarily due to higher volume from all businesses within the Electronics segment, the commercial vehicles business within the Transportation segment, and the industrial circuit protection products within the Industrial segment.
Net sales increased $176.5 million, or 26.5%, in the first nine months of 2026 compared to the first nine months of 2025 and included favorable changes in foreign exchange rates of $4.4 million. The remaining increase in net sales was primarily due to higher volume from all businesses within the Electronics segment and the industrial circuit protection products within the Industrial segment, the commercial vehicles business within the Transportation segment, and incremental net sales of $12.6 million from the Basler acquisition within the Industrial segment.
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Europe
Net sales decreased $8.7 million, or 6.3%, in the third quarter of 2026 compared to the third quarter of 2025 and included unfavorable changes in foreign exchange rates of $2.3 million, or 1.7%. The decrease in net sales was primarily due to a one-time reduction of $28.5 million related to a customer contract amendment fee in the semiconductor business within the Electronics segment, partially offset by higher volume from the electronics products business within the Electronics segment and incremental net sales of $1.7 million from the Basler acquisition within the Industrial segment.
Net sales increased $20.0 million, or 5.0%, in the first nine months of 2026 compared to the first nine months of 2025 and included favorable changes in foreign exchange rates of $15.5 million, or 3.9%. The increase in net sales was primarily due to higher volume from the electronics products business within the Electronics segment and incremental net sales of $5.2 million from the Basler acquisition within the Industrial segment, partially offset by a one-time reduction of $28.5 million related to a customer contract amendment fee in the semiconductor business within the Electronics 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 $824.8 million as of September 26, 2026, an increase of $261.4 million, as compared to December 27, 2025. As of September 26, 2026, $195.8 million of the Company's $824.8 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 $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 September 26, 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.
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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 September 26, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88% with the hedge.
As of September 26, 2026, the Company had $0.1 million outstanding letters of credit and had $599.9 million of borrowing capacity available under the revolving credit facility. As of September 26, 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”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first 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.
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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 September 26, 2026 and currently expects to remain in compliance based on management’s estimates of operating and financial results for 2026. As of September 26, 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 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 total purchase consideration was $352.0 million, net of cash acquired. 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 third quarter of 2026, the Company paid quarterly dividends of $20.3 million to its common stockholders. On October 28, 2026, the Company announced the declaration of a quarterly cash dividend of $0.80 per share, payable on December 3, 2026 to common stockholders of record as of November 19, 2026.
Cash Flow Overview
| First Nine Months | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 456,633 | $ | 295,099 | ||||||||||
| Net cash used in investing activities | (39,913) | (99,701) | ||||||||||||
| Net cash used in financing activities | (152,372) | (126,274) | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,959) | 20,868 | ||||||||||||
| Increase in cash, cash equivalents, and restricted cash | 261,389 | 89,992 | ||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 565,104 | 726,437 | ||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 826,493 | $ | 816,429 | ||||||||||
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 $456.6 million for the nine months ended September 26, 2026 compared to $295.1 million for the nine months ended September 27, 2025. The increase in net cash provided by operating activities of $161.5 million was primarily due to higher cash earnings and reductions in working capital.
Cash Flow from Investing Activities
Net cash used in investing activities was $39.9 million for the nine months ended September 26, 2026 compared to $99.7 million during the nine months ended September 27, 2025. Capital expenditures for the nine months ended September 26, 2026 were $47.5 million compared to $48.7 million for the nine months ended September 27, 2025. The Company paid $2.8 million
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of indebtedness as part of the purchase consideration and received a final working capital adjustment of $1.1 million for the Basler acquisition during the nine months ended September 26, 2026. Net cash paid for the Dortmund Fab acquisition was $57.4 million during the nine months ended September 27, 2025. In addition, the Company received proceeds of $7.4 million from the sale of the investment in Polytronics Technology Corporation Ltd. and $1.7 million from an asset held for sale from the Basler acquisition during the nine months ended September 26, 2026. During the nine months ended September 27, 2025, the Company received proceeds of $5.6 million from the sale of the Marine business within the Transportation segment.
Cash Flow from Financing Activities
Net cash used in financing activities was $152.4 million for the nine months ended September 26, 2026 compared to $126.3 million for the nine months ended September 27, 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 nine months ended September 27, 2025, the Company paid off $50.0 million of U.S. Senior Notes, Series A, due February 15, 2025 and made payments of $11.3 million on the term loan. The Company received $75.5 million of net proceeds related to stock-based award activities during the nine months ended September 26, 2026 compared to $17.9 million for the nine months ended September 27, 2025. In addition, the Company paid dividends of $58.2 million and $53.3 million in the nine months ended September 26, 2026 and September 27, 2025, respectively. During the nine months ended September 27, 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million and paid a $0.2 million excise tax related to the share repurchases.
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 common 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 and nine months ended September 26, 2026. The Company did not repurchase any shares of its common stock for the three months ended September 27, 2025. During the nine months ended September 27, 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 September 26, 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.
Critical Accounting Policies and Estimates
The Company’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. 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 nine months ended September 26, 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 nine months ended September 26, 2026, there were no material changes in the Company's exposure to market risk.
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ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (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 Quarterly Report on Form 10-Q, 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 September 26, 2026. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended September 26, 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 September 26, 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 the year ended December 27, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None.
Repurchases of Common Stock
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 common 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 and nine months ended September 26, 2026. The Company did not repurchase any shares of its common stock for the three months ended September 27, 2025. During the nine months ended September 27, 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
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Rule 10b5-1 Trading Plans
The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 26, 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
Name | Title | Action | Date Adopted | Expiration Date | Aggregate # of securities to be Sold | |||||||||||||||||||||||||||
| Gordon Hunter (1) | Chairman of the Board of Directors | Adoption | 9/8/2026 | 4/15/2027 | ||||||||||||||||||||||||||||
(1) On September 8, 2026 , Gordon Hunter , Chairman of the Board of Directors of the Company, adopted a new “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. This trading arrangement provides for the potential sale of up to 3,339 shares of the Company’s common stock beginning on December 4, 2026, and is scheduled to terminate on April 15, 2027 .
ITEM 6. EXHIBITS
| Exhibit | Description | |||||||
| 10.1++ | ||||||||
| 10.2* | ||||||||
| 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 September 26, 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 September 26, 2026, formatted in Inline XBRL. | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
| ++ | Management contract or compensatory plan or arrangement. | |||||||
48
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 September 26, 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: October 28, 2026 | By: | /s/ Jeffrey G. Gorski | |||||||||
| Jeffrey G. Gorski | |||||||||||
| Senior Vice President and Chief Accounting Officer | |||||||||||
49
EXHIBIT 10.2
CHANGE OF CONTROL AGREEMENT
For
[Executive]
THIS AGREEMENT is made effective as of the 1st day of January, 2027, by and between LITTELFUSE, INC., a Delaware corporation (the “Company”), and the executive named above (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to provide the Executive with certain protections against the uncertainties usually created by a Change of Control; and
WHEREAS, the Board wishes to better enable the Executive to devote his or her full time, attention and energy to the business of the Company and its Affiliated Companies prior to and after a Change of Control, thereby benefiting the Company and its stockholders;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the Executive hereby agree as follows:
Section 1.Certain Definitions.
(a)“Agreement Date” shall mean the first date written above.
(b)“Affiliated Companies” shall mean any company controlled by, controlling or under common control with the Company.
(c)“Change of Control” shall mean:
(i)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 or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company, (a “Person”) of any 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 (i), the following acquisitions shall not constitute a Change of Control: (A) 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, (B) any acquisition pursuant to a transaction which complies with paragraph (iii) or (C) any acquisition of the Company’s assets pursuant to a transaction which complies with paragraph (iv). 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;
(ii)The replacement of individuals who as of the date hereof constitute a majority of the Board, during any twelve (12) month period, by directors whose appointment or election is not endorsed by a majority of the Board before the date of the appointment or election, provided that, if the Company is not the relevant corporation for
EXHIBIT 10.2
which no other corporation is a majority shareholder for purposes of Treasury Regulation Section 1.409A-3(i)(5)(vi)(A)(2), this paragraph (ii) shall be applied instead with respect to the members of the board of directors of such relevant corporation for which no other corporation is a majority shareholder;
(iii)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 or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company, during the 12-month period ending on the date of the most recent acquisition 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 (iii), the following acquisitions shall not constitute a Change of Control: (A) 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) or (B) any acquisition pursuant to a transaction which complies with paragraph (i); or
(iv)The acquisition by any 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 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 value of all of the assets of the Company immediately prior to such acquisition(s). For purposes of this paragraph (iv), “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.
This definition of “Change of Control” shall be interpreted by the Board, in good faith, to apply in a similar manner to transactions involving partnerships and partnership interests, and to comply with Section 409A.
(d)“Change of Control Period” shall mean the period beginning on the Closing Date and ending on the two-year anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, if such Closing Date occurs and if the Executive Separates from Service without Cause with the Company and its Affiliated Companies within 180 days prior to the Closing Date, and if the Board determines, in its reasonable discretion and after considering any evidence submitted in writing by the Executive, that such Separation from Service (i) was at the direct or indirect request of a third party who theretofore had taken any steps intended to effect the Change of Control, or (ii) otherwise arose in connection with or in anticipation of the Change of Control, then for all purposes of this Agreement the “Change of Control Period” shall begin on the date immediately prior to the date of such Separation from Service. Any such Board determination shall be made within 10 business days following the later of the Executive’s Separation from Service or the date of the Change of Control.
(e)“Closing Date” shall mean the closing date of a Change of Control occurring after the Agreement Date.
(f)“Section 409A” shall mean Section 409A of the Internal Revenue Code and treasury regulations and official guidance issued thereunder from time to time.
(g)“Separation from Service,” “Termination of Service” and words of similar import shall have the same meaning as “separation from service” as defined by Section 409A. By
EXHIBIT 10.2
way of illustration, and without limiting the generality of the foregoing, the following principles shall apply:
(i)The Executive shall not be considered to have Separated from Service so long as the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or if longer, so long as the Executive retains a right to return to service with the Company or its Affiliated Companies under an applicable statute or by contract;
(ii)Regardless of whether the Executive has formally Separated from Service, the Executive will be considered to have Separated from Service as of the date it is reasonably anticipated that no further services will be performed by the Executive for the Company or its Affiliated Companies, or that the level of bona fide services the Executive will perform after such date will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period. For purposes of the preceding test, during any paid leave of absence the Executive shall be considered to have been performing services at the level commensurate with the amount of compensation received, and unpaid leaves of absence shall be disregarded; and
(iii)For purposes of determining whether the Executive has Separated from Service, all services provided for the Company or its Affiliated Companies, or for any other entity that is part of a controlled group that includes the Company as defined in Section 414(b) or (c) of the Internal Revenue Code (“Code”), shall be taken into account, whether provided as an employee or as a consultant or other independent contractor; provided that the Executive shall not be considered to have not Separated from Service solely by reason of service as a non-employee director of the Company or any other such entity.
Section 2. Employment and Compensation Terms. During the Change of Control Period, the Company hereby agrees that it or one or more of its Affiliated Companies or successors will continue to retain the services of the Executive, and the Executive hereby agrees to provide services to the Company or one or more of its Affiliated Companies or successors, subject to the following terms and conditions of this Agreement:
(a)Position and Duties.
(i)The Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Closing Date.
(ii)The Executive’s services shall be performed at the principal worksite location where the Executive was providing services to the Company or its Affiliated Companies immediately preceding the Closing Date or any office or location less than 20 miles from such location.
(iii)Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and its Affiliated Companies and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Change of Control Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or
EXHIBIT 10.2
charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee or service provider of the Company and its Affiliated Companies in accordance with this Agreement.
(b)Compensation. During the Change of Control Period, the Executive shall receive:
(i)Base Salary. An annual base salary (the “Annual Base Salary”), which shall be paid at a monthly rate, equal to at least 12 times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its Affiliated Companies during the twelve-month period immediately preceding the calendar month in which the Closing Date occurs. During the Change of Control Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Closing Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term ‘Annual Base Salary’ as used in this Agreement shall refer to Annual Base Salary as so increased.
(ii)Annual Bonus. For each fiscal year ending during the Change of Control Period, an annual bonus in cash at least equal to the greater of: (A) the average of the Executive’s annual bonuses paid (including any bonus which has been earned but deferred) under the Company’s Annual Incentive Plan or any successor plan (such plan(s) hereinafter collectively referred to as the “Bonus Plan”) for the last 3 full fiscal years prior to the Closing Date; or (B) the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the Closing Date occurs. Each such annual bonus shall be paid following the fiscal year for which such annual bonus is awarded but no later than the 15th day of the 3rd month of such following fiscal year, unless the Executive shall elect to defer the receipt of such annual bonus. Any such deferral election shall be made not later than the first day of the fiscal year for which the annual bonus is paid, and shall be made in accordance with policies adopted by the Company in compliance with Section 409A.
(iii)Incentive, Savings and Retirement Plans. Participation in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Closing Date or if more favorable to the Executive, those provided generally at any time after the Closing Date to other peer executives of the Company and its Affiliated Companies.
(iv)Welfare Benefit Plans. Eligibility for participation of the Executive and/or the Executive’s immediate family, as the case may be, in benefits under welfare benefit plans, practices, policies and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliated Companies. In the event such plans, practices, policies and programs are not
EXHIBIT 10.2
reasonably able to provide the Executive with coverage or provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Closing Date or, if more favorable to the Executive, those provided generally at any time after the Closing Date to other peer executives of the Company and its Affiliated Companies, then the Company shall provide individual insurance policies and/or reimburse the Executive, on at least a monthly basis, to cover any after-tax difference in the benefits received by the Executive.
(v)Expenses. Prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Closing Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(vi)Fringe Benefits. Fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Closing Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(vii)Office and Support Staff. An office or offices of a size and with furnishings and other appointments, and exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliated Companies at any time during the 120-day period immediately preceding the Closing Date or, if more favorable to the Executive and to the extent that any resulting change in reimbursement or payment dates would comply with Section 409A, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(viii)Vacation. Paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Closing Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
The requirements of paragraphs (iii) through (viii) above shall not apply to the extent prohibited by applicable law or to the extent such provision would cause the applicable plan, practice, policy, or program to fail nondiscrimination or coverage tests imposed thereon by applicable law.
Section 3.Separation from Service.
(a)Disability. If the Company determines in good faith that the Disability of the Executive has occurred during the Change of Control Period (pursuant to the definition of Disability set forth below), it may terminate the Executive’s service with the Company and its
EXHIBIT 10.2
Affiliated Companies effective upon the date the Company provides written notice to the Executive. For purposes of this Agreement, “Disability” shall mean the Executive 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 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 its Affiliated Companies.
(b)Cause. The Company may terminate the Executive’s service with the Company and its Affiliated Companies during the Change of Control Period for Cause. For purposes of this Agreement, “Cause” shall mean:
(i)the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company and its Affiliated Companies (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and such failure is not cured within 60 calendar days after receipt of such written demand; or
(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its Affiliated Companies.
For purposes of this provision, any act or failure to act on the part of the Executive in violation or contravention of any order, resolution or directive of the Board [or the Chief Executive Officer] shall be considered “willful” unless such order, resolution or directive is illegal or in violation of the certificate of incorporation or bylaws of the Company; provided, however, that no other act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and its Affiliated Companies. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the [Chief Executive Officer or Chief Legal Officer] of the Company or based upon the advice of outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its Affiliated Companies.
The Separation from Service of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (¾) of the entire membership of the Board (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.
EXHIBIT 10.2
(c)Good Reason. The Executive’s service with the Company and its Affiliated Companies may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
(i)the Executive is not elected to, or is removed from, any elected office of the Company which the Executive held immediately prior to the Closing Date;
(ii)the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position, authority, duties or responsibilities as contemplated by Subsection 2(a)(i) hereof; or any other action by the Company or its Affiliated Companies which results in a diminution in such position, authority, duties or responsibilities (which shall include a diminution due to the loss of top-level responsibility for public company compliance functions), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or its Affiliated Company (as applicable) promptly after receipt of notice thereof given by the Executive;
(iii)any failure by the Company or its Affiliated Companies to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company or its Affiliated Company (as applicable) promptly after receipt of notice thereof given by the Executive;
(iv)the Company or its Affiliated Companies requiring the Executive to travel on Company or its Affiliated Companies business to a substantially greater extent than required immediately prior to the Closing Date; or
(v)any purported termination by the Company of the Executive’s service with the Company and its Affiliated Companies other than as expressly permitted by this Agreement.
For purposes of this Subsection 3(c), a good faith determination of “Good Reason” made by the Executive shall be conclusive.
(d)Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party given in accordance with Section 11. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s service under the provision so indicated, and (iii) specifies the termination date. To qualify as “Good Reason,” the Executive must provide such notice within 90 days following the initial existence of the condition described in Subsections 3(c)(i) through (v) above, upon notice of which the Company or its Affiliated Company (as applicable) shall have 30 days during which it may remedy the condition, in which case “Good Reason” shall not exist.
The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
EXHIBIT 10.2
Section 4.Obligations of the Company upon Separation during the Change of Control Period.
(a)Resignation for Good Reason; Termination by the Company other than for Cause or Disability. If, during the Change of Control Period, (x) the Company causes the Executive to Separate from Service other than for Cause or Disability, or (y) the Executive voluntarily Separates from Service for Good Reason as described in Subsection 3(c), the Company shall pay to the Executive the amounts set forth below:
(i)The sum of the following (“Accrued Obligations”):
(A)the Executive’s Annual Base Salary through the Separation from Service to the extent not theretofore paid, payable on the next regularly scheduled payroll date (or such earlier date as required by law),
(B)an amount equal to the greatest of the Executive’s target annual bonus under the Bonus Plan for the fiscal year in which the Separation from Service occurs (“Target Bonus”), the Executive’s annual bonus under the Bonus Plan for the current fiscal year based on performance through date of separation, or the Executive’s average annual bonus under the Bonus Plan for the last 3 fiscal years ending prior to the Separation from Service (“Average Annual Bonus”), multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the Separation from Service, and the denominator of which is 365, payable in a lump sum on the 30th day following the Separation from Service,
(C)any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), paid in accordance with the Executive’s deferral elections in effect under any such deferral program, plus
(D)any accrued but unpaid vacation pay, paid in a lump sum on the 30th day following the Separation from Service (or such earlier date as required by law).
(ii)A lump sum payment, payable on the 30th day following the Separation from Service equal to the product of (A) three (3) [two (2)] multiplied by (B) the sum of the Executive’s Annual Base Salary plus the greater of the Executive’s Average Annual Bonus or Target Bonus.
(iii)Reimbursement for the additional premium costs incurred by the Executive, in excess of the active employee rate for the Executive’s peer group, to continue group medical coverage for the Executive and/or the Executive’s family under Section 4980B of the Code and applicable state laws (“COBRA”) for the maximum period of time permitted by law. The Executive shall submit to the Company satisfactory evidence of premium costs incurred within 30 days following the date such costs were incurred. Within 30 days following receipt of such evidence, the Company shall pay to the Executive such reimbursement, plus additional severance pay in an amount such that the net amount of such reimbursement and additional severance pay, after all applicable tax withholding, equals the difference between the full COBRA premium and the premium charged to active employees in the Executive’s peer group. Following the end of COBRA coverage, the Company shall reimburse the Executive for the additional premium costs incurred by the Executive, in excess of the former employee COBRA rate for the Executive’s peer group, for the purchase of an individual insurance policy providing medical coverage to the Executive and/or the Executive’s family which is
EXHIBIT 10.2
substantially similar to the coverage provided by the Company’s group medical plan. In no event shall the combined period of reimbursable coverage under COBRA and any individual insurance policy exceed [three (3) / two (2)] years from Separation from Service.
(iv)For a period of up to [three (3) / two (2)] years after the Separation from Service, monthly outplacement services at reasonable levels as provided to peer executives of the Company or the applicable Affiliated Company, for the purpose of assisting the Executive to seek a new position; provided, however, that the Company shall have no further obligations to provide such outplacement services once the Executive has accepted a position with any third party.
(v)Notwithstanding anything to the contrary set forth in any stock option plans pursuant to which the Executive has been granted any stock options or other rights to acquire securities of the Company or its Affiliates, as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Plans”), any option or right granted to the Executive under any of the Plans shall be exercisable by the Executive until the later of 12 months after the Separation from Service, or such longer period as is provided in the option’s or right’s grant agreement; provided, however, that no option or right shall be exercisable beyond its original expiration date provided under its grant agreement.
(vi)To the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies (such other amounts and benefits shall hereinafter be referred to collectively as the “Other Benefits”).
(b)Death. If the Executive dies during the Change of Control Period, this Agreement shall terminate without further obligations by the Company to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s Beneficiary at the time and in the form provided in Subsection 4(a)(i) above. With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this paragraph shall include, without limitation, and the Executive’s Beneficiary shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and its Affiliated Companies to the estates and beneficiaries of peer executives of the Company and such Affiliated Companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Closing Date.
(c)Disability. If the Company causes the Executive to Separate from Service by reason of the Executive’s Disability during the Change of Control Period as set forth in Section 3(a), this Agreement shall terminate without further obligations by the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 4(a)(i). With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this paragraph shall include, and the Executive shall be entitled after the Executive’s Separation from Service to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Closing Date.
EXHIBIT 10.2
(d)Cause; Other than for Good Reason.
(i)If the Company causes the Executive to Separate from Service for Cause during the Change of Control Period, as described in Subsection 3(b), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) his or her Annual Base Salary through the Separation from Service, payable on the next regularly scheduled payroll date (or such earlier date as required by law), (ii) the amount of any compensation previously deferred by the Executive (which shall be paid at the time and in the form it would otherwise have been paid had this Agreement not applied), and (iii) Other Benefits, in each case to the extent theretofore unpaid and at the times provided in the applicable plan or agreement.
(ii)If the Executive Separates from Service during the Change of Control Period pursuant to a resignation without Good Reason, this Agreement shall terminate without further obligations of the Company to the Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive at the time and in the form provided in Subsection 4(a)(i), and the Company shall timely pay or provide the Other Benefits to the Executive. In no event shall the Executive be liable to the Company or its Affiliated Companies for any damages caused by such Separation from Service by the Executive.
(e)Release. The Executive’s right to receive amounts under Subsection 4(a)(i)(B) and Subsections 4(a)(ii) – (v) is conditioned on the Executive executing and not revoking a standard general release of claims in favor of the Company and its Affiliated Companies and no amounts will be paid under such Subsections until such release is effective and any revocation period, if applicable, has expired. If the sixty (60)-day period following a Separation from Service begins in one calendar year and ends in a second calendar year (a "Crossover 60-Day Period"), and if a release is required per this Subsection, any payments contingent on the release will be paid during the portion of the Crossover 60-Day Period that falls within the second year.
Section 5.Section 409A Payment Limits; Clawback Rights.
(a)To the maximum extent possible, the provisions of this Agreement shall be construed in such a manner that no amounts payable to the Executive are subject to the additional tax and interest provided in Section 409A(a)(1)(B). In no event whatsoever shall the Company or its Affiliated Companies be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A. If any payment (whether cash or in-kind), including but not limited to reimbursements and Other Benefits, would constitute a “deferral of compensation” under Section 409A and a payment date that complies with Section 409A(a)(2) is not otherwise provided for such benefit either in this Agreement or a Company or its Affiliated Companies program or policy, then such payment shall be made not later than 2 ½ months after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture. Any receipts or other proof of expenses (if required) shall be submitted to the Company by the Executive no later than one month after the end of the calendar year in which the payment is no longer subject to a substantial risk of forfeiture.
(b)Notwithstanding any provision in this Agreement to the contrary, if at the time of Separation from Service the Executive is a “specified employee” within the meaning of Section 409A, any cash or in-kind payments which constitute a “deferral of compensation” under Section 409A and which would otherwise become due under this Agreement during the first 6 months (or such longer period as required by Section 409A) after Separation from Service shall be delayed and all such delayed payments shall be paid in full in the 7th month after the
EXHIBIT 10.2
Separation from Service, and all subsequent payments shall be paid in accordance with their original payment schedule. To the extent that any insurance premiums or other benefit contributions constituting a “deferral of compensation” become subject to the above delay, the Executive shall be responsible for paying such amounts directly to the insurer or other third party and shall receive reimbursement from the Company for such amounts in the 7th month as described above. The above specified employee delay shall not apply to any payments that are excepted from coverage by Section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4).
(c)The Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered a “deferral of compensation.”
(d)The Executive agrees to repay any compensation paid or otherwise made available to the Executive under this Agreement or any prior employment agreement to the extent that such compensation is subject to recovery under any applicable law or regulation, any rule of any stock exchange or service through which the securities of the Company are then traded, or any compensation “clawback” or recoupment policy of the Company applicable to similarly-situated executives of the Company (as may be amended from time to time and as may hereafter be adopted). The Executive agrees to return promptly any such compensation identified by the Company by written notice provided pursuant to Section 11. If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation may be automatically deducted from any and all compensation owed to the Executive by the Company or its Affiliated Companies as an advancement of wages and that the Executive’s execution of this Agreement represents his or her acknowledgment and agreement to such deduction. The Executive acknowledges the rights of the Company and its Affiliated Companies to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Subsection 5(d). The provisions of this Subsection 5(d) shall be modified to the extent, and remain in effect for the period, required by applicable law.
Section 6.Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify, nor, subject to Subsection 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to his or her Separation from Service shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.
Section 7.Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or its Affiliated Companies may have against the Executive or others other than the clawback rights described in Subsection 5(d) above. In no event shall the Executive be obligated to seek another position or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains another position. To the extent that any amount due hereunder has become subject to a bona fide dispute, payment of such amount may be delayed until no later than the end of the first taxable year of the Executive in which the Company and the Executive enter into a legally binding settlement of such dispute, the Company concedes that the amount is payable, or the Company is required to make such payment pursuant to a final and
EXHIBIT 10.2
nonappealable judgment or other binding decision, as set forth in Treasury Regulation Section 1.409A-3(g), and any such payment shall include interest on such delayed amount from the original due date thereof until paid at the prime rate from time to time reported in The Wall Street Journal during said period, plus, to the fullest extent permitted by law, the amount of all legal fees and expenses which the Executive reasonably incurs as a result of any contest by the Company, the Executive or others in which the Executive is the prevailing party.
Section 8.Company Protections.
(a)Confidential Information. The Executive agrees at all times to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information, except as authorized in writing by the Company’s Board; as authorized by the Company’s management, pursuant to a written nondisclosure agreement; as required by law or to federal, state, or local government officials or an attorney, for the sole purpose of reporting or investigating a suspected violation of law; to a self-regulatory organization in accordance with the Securities Exchange Act of 1934 or the Sarbanes-Oxley Act of 2002; or in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. For purposes of this Agreement, “Confidential Information” shall mean any data and information (i) relating to the business of the Company or its Affiliated Companies, regardless of whether the data or information constitutes a Trade Secret; (ii) disclosed to the Executive or of which the Executive became aware as a consequence of the Executive's relationship with the Company or its Affiliated Companies; (iii) having value to the Company or its Affiliated Companies; (iv) not generally known to competitors of the Company or its Affiliated Companies; and (v) which includes Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information that has been voluntarily disclosed to the public by the Company or its Affiliated Companies, except where such public disclosure has been made by the Executive without authorization from the Company or its Affiliated Companies, that has been independently developed and disclosed by others, or that has otherwise entered the public domain through lawful means. For purposes of this Agreement, “Trade Secrets” shall mean any of the Company's or its Affiliated Companies’ information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Notice of Rights under Section 7 of the Defend Trade Secrets Act (DTSA). Notwithstanding any provision of this Section 8 to the contrary, pursuant to the Defend Trade Secrets Act (“DTSA”) (found at 18 U.S.C. § 1833(b)), the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of the law or is made in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. Under the DTSA, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of
EXHIBIT 10.2
law may disclose the Trade Secret to the attorney of the individual and use the Trade Secret information in court proceedings, if the individual files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except under court order. Nothing in this Agreement is intended to conflict with the DTSA or create liability for disclosures of Trade Secrets that are expressly allowed thereunder.
(b)Non-Disparagement. The Executive agrees that at no time while this Agreement is in effect or thereafter shall he or she make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its Affiliated Companies, or any of their respective directors, officers, representatives, agents or employees.
(c)Returning Company Documents. The Executive agrees that at the time of leaving the service of the Company, he or she will deliver to the Company (and will not keep in his or her possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence (including emails), specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any items developed by Executive pursuant to his or her service with the Company or otherwise belonging to the Company or its Affiliated Companies, or their successors or assigns. The Executive is not required to return any personal items; documents, files, or materials containing personal information (except to the extent such materials also contain Trade Secrets or Confidential Information); or documents or agreements to which he or she is a party.
(d)Defense of Claims. The Executive agrees that, during the term hereof, and for a period of 5 years after the Executive’s Separation from Service, upon request from the Company, the Executive will cooperate with the Company and/or its Affiliated Companies in the defense of any claims or actions that may be made by or against the Company or its Affiliated Companies that affect the Executive’s prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company or its Affiliated Companies in such claim or action. The Company agrees that it shall reimburse the reasonable out-of-pocket costs and attorney fees the Executive actually incurs in connection with him or her providing such assistance or cooperation to the Company or its Affiliated Companies, in accordance with the Company’s standard policies and procedures as in effect from time to time, provided that the Executive shall have obtained prior written approval from the Company for any travel or legal fees and expenses incurred by him or her in connection with his or her obligations under this Section.
(e)Notwithstanding the foregoing, nothing in this Section 8 precludes the Executive from filing a claim or charge with, participating or assisting in an investigation conducted by or disclosing truthful information or testimony, in confidence, to a federal, state or local governmental, regulatory or administrative agency or to an attorney. Nothing in this Agreement prohibits the Executive from making truthful statements or disclosures about any alleged unlawful employment practice, including, but not limited to, discrimination, harassment, retaliation, or the terms and conditions of employment at the Company and/or its Affiliated Companies.
Section 9.Excise Tax on Parachute Payments. Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would
EXHIBIT 10.2
be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made.
“Net after-tax benefit” shall mean (a) the total of all Payments which the Executive receives or is then entitled to receive from the Company or its Affiliated Companies that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (b) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments shall be made to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such payment), less (c) the amount of Excise Tax imposed with respect to the Payments described in (a) above.
If a reduction is to occur pursuant to this Section, the payments and benefits under this Agreement shall be reduced in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G of the Code in such order as determined in the sole discretion of the Company and not the Executive.
Section 10.Successors and Beneficiary.
(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.
(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, and the failure of any such successor to so agree shall be deemed an immediate Separation from Service by the Company without Cause. As used in this Agreement, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
(d)If the Executive should die while any amounts would still be payable to the Executive per this Agreement if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. “Beneficiary” means the person designated by the Executive in a signed written instrument received by the Company prior to the Executive’s death (which person may be the trustee of an estate planning trust). In the event there is no such named beneficiary, or
EXHIBIT 10.2
no surviving named beneficiary, then the Beneficiary shall be the Executive’s surviving spouse, or, if none, the Executive’s estate.
Section 11.Miscellaneous.
(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b)Each notice, request, demand, approval or other communication which may be or is required to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered personally at the address set forth below for the intended party during normal business hours at such address, when sent by facsimile transmission to the respective facsimile transmission numbers of the parties set forth below with confirmation of receipt, or when sent by recognized overnight courier or by the United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company:
Littelfuse, Inc.
6133 N. River Road
Suite 500
Rosemont, IL 60018
Attention: Chief Legal Officer
Facsimile: (773) 628-0802
If to the Executive, to the last address shown in the records of the Company.
Notices shall be given to such other addressee or address, or both, or by way of such other facsimile transmission number, as a particular party may from time to time designate by written notice to the other party hereto. Each notice, request, demand, approval or other communication which is sent in accordance with this Section 11 shall be deemed given and received for all purposes of this Agreement as of two (2) business days after the date of deposit thereof for mailing in a duly constituted United States post office or branch thereof, one (1) business day after deposit with a recognized overnight courier service or upon confirmation of receipt of any facsimile transmission. Notice given to a party hereto by any other method shall only be deemed to be given and received when actually received in writing by such party.
(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d)The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(e)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to promptly assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to
EXHIBIT 10.2
Separate from Service for Good Reason pursuant to Subsection 3(c)(i)-(v) hereof, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f)The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment or other service of the Executive by or with the Company and its Affiliated Companies is “at will” and, subject to any other written agreement between the Executive and the Company, the Executive’s employment and/or service and/or this Agreement may be terminated by either the Executive or the Company or its Affiliated Companies at any time upon written notice to the other party. In the event such termination occurs prior to a Change of Control Period, this Agreement shall not govern any potential severance pay or other conditions of such termination.
(g)This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.
(h)This Agreement may be executed in two or more counterparts, and it is not necessary that signatures of all parties appear on the same counterpart, but such counterparts together will constitute a single binding agreement between and among all parties hereto. Counterparts may be executed by hand or by any electronic signature. This Agreement, to the extent delivered by means of electronic mail or other similar electronic transmission method (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original agreement or instrument and will have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery (including via Docusign) to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense is related to lack of authenticity.
EXHIBIT 10.2
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Change of Control Agreement on the dates set forth below.
| EXECUTIVE | |||||||||||
| Date: | |||||||||||
| Maggie Chu | |||||||||||
| Senior Vice President, Chief Human Resources Officer | |||||||||||
| LITTELFUSE, INC. | |||||||||||
| Date: | |||||||||||
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 quarter (the registrant’s fourth 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: October 28, 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 quarter (the registrant’s fourth 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: October 28, 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 quarter ended September 26, 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: October 28, 2026 | Dated: October 28, 2026 | |||||||