Vishay Intertechnology Inc 8-K, filed Nov 4, 2026

Vishay Intertechnology Inc (VSH)

8-K 2026-11-04 For: 2026-11-04

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Added on November 04, 2026

About this 8-K

Vishay Intertechnology Inc filed this 8-K on November 4, 2026.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


63 Lancaster Avenue Malvern, PA	19355-2143
(Address of Principal Executive Offices)	Zip Code

Registrant's telephone number, including area code 610-644-1300

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

•	The Company has approximately 153 million shares issued and outstanding, including shares of common stock and class B common stock.

•	The number of shares included in diluted EPS related to restricted stock units does not vary significantly and is generally less than 5 million incremental shares.

•	The Company's Convertible Senior Notes due 2030 are convertible at a conversion price of $30.16 per $1,000 principal amount, equivalent to 33.1609 shares per $1,000 principal amount. There is $750 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

	S = [$750,000,000 / $1000] * [(P - $30.16) * 33.1609] / P

	where

	S = the number of shares to be included in diluted EPS, and
	P = the average market price of Vishay common stock for the quarter.

	If the average market price is less than $30.16, no shares will be included in the diluted earnings per share computation.

	Date of Report (date of earliest event reported) November 4, 2026

Average Stock Price		Projected Diluted Shares
$	<30.16		157
$	35.00		161
$	40.00		164
$	45.00		166
$	50.00		168
$	55.00		170
$	60.00		171

Exhibit No.		Description

	99.1	Press release dated November 4, 2026.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	VISHAY INTERTECHNOLOGY, INC.

	By:		/s/ David L. Tomlinson

	Name:		David L. Tomlinson
	Title:		Senior Vice President – Chief Accounting Officer

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
			October 3, 2026			July 4, 2026			September 27, 2025

Net revenues(a)		$	978,939		$	888,575		$	790,640
Costs of products sold(b)			729,554			681,193			636,781
Gross profit			249,385			207,382			153,859
Gross margin			25.5	%		23.3	%		19.5	%

Selling, general, and administrative expenses			157,168			153,856			134,712
Operating income			92,217			53,526			19,147
Operating margin			9.4	%		6.0	%		2.4	%

Other income (expense):
Interest expense			(6,676	)		(10,333	)		(9,525	)
Other			1,742			(794	)		2,265
Total other income (expense) - net			(4,934	)		(11,127	)		(7,260	)

Income before taxes			87,283			42,399			11,887

Income tax expense			28,314			14,275			19,763

Net earnings (loss)		$	58,969		$	28,124		$	(7,876	)

Basic earnings (loss) per share		$	0.38		$	0.21		$	(0.06	)

Diluted earnings (loss) per share		$	0.37		$	0.19		$	(0.06	)

Weighted average shares outstanding - basic			153,523			136,824			135,720

Weighted average shares outstanding - diluted			160,819			147,901			135,720

Cash dividends per share		$	0.10		$	0.10		$	0.10

(a) Net revenues for the fiscal quarter ended July 4, 2026 are reduced by ($30,008) for tariff refunds passed through to customers, with no impact on gross profit.
(b) Costs of product sold for the fiscal quarter ended July 4, 2026 are reduced by ($30,008) for tariff refunds received from the U.S. government, with no impact on gross profit.

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)

		October 3, 2026			December 31, 2025

Assets
Current assets:
Cash and cash equivalents	$	1,139,887		$	514,966
Short-term investments		5,304			265
Accounts receivable, net		367,048			381,802
Inventories:
Finished goods		174,418			182,444
Work in process		365,575			331,347
Raw materials		265,495			245,412
Total inventories		805,488			759,203

Prepaid expenses and other current assets		233,063			231,004
Total current assets		2,550,790			1,887,240

Property and equipment, at cost:
Land		85,515			86,399
Buildings and improvements		846,712			839,856
Machinery and equipment		3,487,407			3,477,884
Construction in progress		564,927			464,475
Allowance for depreciation		(3,251,827	)		(3,195,455	)
		1,732,734			1,673,159

Right of use assets		118,996			119,746
Deferred income taxes		189,525			183,016
Goodwill		179,928			180,390
Other intangible assets, net		67,785			78,487
Other assets		109,030			112,122
Total assets	$	4,948,788		$	4,234,160

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)

		October 3, 2026		December 31, 2025


Liabilities and equity
Current liabilities:
Trade accounts payable	$	246,311	$	214,984
Payroll and related expenses		192,326		164,114
Lease liabilities		28,099		26,546
Other accrued expenses		268,088		300,031
Income taxes		34,768		14,751
Total current liabilities		769,592		720,426

Long-term debt less current portion		735,482		950,893
Deferred income taxes		95,991		96,818
Long-term lease liabilities		92,757		95,799
Other liabilities		135,972		109,228
Accrued pension and other postretirement costs		164,616		172,723
Total liabilities		1,994,410		2,145,887

Equity:
Vishay stockholders' equity
Common stock		14,130		12,351
Class B convertible common stock		1,210		1,210
Capital in excess of par value		1,955,384		1,101,086
Retained earnings		943,885		892,232
Accumulated other comprehensive income		39,769		81,394
Total equity		2,954,378		2,088,273
Total liabilities and equity	$	4,948,788	$	4,234,160

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Nine fiscal months ended
			October 3, 2026			September 27, 2025

Operating activities
Net earnings (loss)		$	94,257		$	(9,964	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization			174,035			167,036
Loss on disposal of property and equipment			107			56
Inventory write-offs for obsolescence			33,374			25,614
Deferred income taxes			(5,026	)		(7,461	)
Stock compensation expense			29,875			17,635
Other			8,993			(2,189	)
Change in U.S. transition tax liability			-			(47,027	)
Change in repatriation tax liability			(4,092	)		(9,375	)
Changes in operating assets and liabilities			(16,732	)		(99,379	)
Net cash provided by operating activities			314,791			34,946

Investing activities
Capital expenditures			(253,409	)		(178,491	)
Proceeds from sale of property and equipment			480			854
Purchase of short-term investments			(5,356	)		(28,575	)
Maturity of short-term investments			317			45,111
Other investing activities			(410	)		(2,336	)
Net cash used in investing activities			(258,378	)		(163,437	)

Financing activities
Proceeds from follow-on public offering, net of underwriting discounts and issuance costs			830,250			-
Principal payments on long-term debt			-			(41,911	)
Net proceeds (payments) on revolving credit facility			(219,000	)		53,000
Dividends paid to common stockholders			(38,933	)		(37,050	)
Dividends paid to Class B common stockholders			(3,629	)		(3,629	)
Repurchase of common stock			-			(12,538	)
Cash withholding taxes paid when shares withheld for vested equity awards			(4,090	)		(4,000	)
Other financing activities			10,000			10,080
Net cash provided by (used in) financing activities			574,598			(36,048	)
Effect of exchange rate changes on cash and cash equivalents			(6,090	)		18,111

Net increase (decrease) in cash and cash equivalents			624,921			(146,428	)

Cash and cash equivalents at beginning of period			514,966			590,286
Cash and cash equivalents at end of period		$	1,139,887		$	443,858

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended									Nine fiscal months ended
			October 3, 2026		July 4, 2026			September 27, 2025				October 3, 2026			September 27, 2025

Net earnings (loss)		$	58,969	$	28,124		$	(7,876	)		$	94,257		$	(9,964	)

Reconciling items affecting net revenues:
Tariff refunds passed through to customers			-		30,008			-				30,008			-

Other reconciling items affecting gross profit:
Tariff refunds received from U.S. government			-		(30,008	)		-				(30,008	)		-

Other reconciling items affecting operating income:
Favorable resolution of contingency			-		-			-				-			(11,293	)

Reconciling items affecting tax expense:
Change in tax laws and regulations			-		-			13,657				-			13,657

Adjusted net earnings (loss)		$	58,969	$	28,124		$	5,781			$	94,257		$	(7,600	)

Adjusted weighted average diluted shares outstanding			160,819		147,901			136,582				148,664			135,739

Adjusted earnings (loss) per diluted share		$	0.37	$	0.19		$	0.04			$	0.63		$	(0.06	)

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

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended										Nine fiscal months ended
			October 3, 2026			July 4, 2026			September 27, 2025				October 3, 2026			September 27, 2025

Net earnings (loss)		$	58,969		$	28,124		$	(7,876	)		$	94,257		$	(9,964	)

Interest expense			6,676			10,333			9,525				26,982			28,903
Interest income			(7,718	)		(4,088	)		(2,710	)			(14,844	)		(10,610	)
Income taxes			28,314			14,275			19,763				48,277			29,900
Depreciation and amortization			59,707			56,117			57,293				174,035			167,036
EBITDA		$	145,948		$	104,761		$	75,995			$	328,707		$	205,265

Reconciling items
Tariff refunds passed through to customers		$	-		$	30,008		$	-			$	30,008		$	-
Tariff refunds received from U.S. government			-			(30,008	)		-				(30,008	)		-
Favorable resolution of contingency			-			-			-				-			(11,293	)

Adjusted EBITDA		$	145,948		$	104,761		$	75,995			$	328,707		$	193,972

Adjusted EBITDA margin(f)			14.9	%		11.4	%		9.6	%			12.0	%		8.6	%

(f) Adjusted EBITDA as a percentage of adjusted net revenues.


VISHAY INTERTECHNOLOGY, INC.
Schedule of Adjusted Revenue, Gross Profit, and Gross Margin
(Unaudited - In thousands)
		Fiscal quarter ended		Fiscal quarter ended							Nine fiscal months ended
		October 3, 2026		July 4, 2026							October 3, 2026
		GAAP and Adjusted(g)				GAAP			Adjusted(h)				GAAP			Adjusted(h)

Net revenues	$	978,939			$	888,575		$	918,583			$	2,706,756		$	2,736,764
Gross profit		249,385				207,382			207,382				633,379			633,379
Gross margin		25.5	%			23.3	%		22.6	%			23.4	%		23.1	%

(g) Net revenues for the fiscal quarter ended October 3, 2026 do not contain any adjusting items.
(h) Adjusted net revenues for the fiscal quarter ended July 4, 2026 and nine fiscal months ended October 3, 2026 exclude $30,008 for tariff refunds passed through to customers, with no impact on gross profit. The tariff refunds are recognized as a reduction of Net revenues and Costs of products sold in the GAAP results. Adjusted gross margin is calculated using adjusted net revenues.