VISHAY INTERTECHNOLOGY INC

Previous wording

Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.

Current wording

Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare markets.

Previous wording

Our goal is to enhance stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure. We have developed go-to-market strategies and are investing in and expanding the key product lines for growth that we have identified. In addition, we are strategically expanding our outsourced production of commodity products to subcontractors. At the same time, we are enhancing our channel management while investing in internal resources by adding customer-facing engineers and filling gaps in technology and market coverage. Taken together, each of these initiatives supports our Think Customer First organizational culture.

Current wording

Our goal is to enhance stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure. As we advance our Think Customer First organizational culture in 2026, we are focused on maintaining capacity readiness to fulfill rising demand, growing existing customer relationships, attracting new customer relationships, driving innovation, delivering new products and solutions, and expanding production in low cost countries to support our regional competitiveness.

Previous wording

We are focused on realizing the full value of our broad product portfolio, becoming a customer-first company, and capitalizing on the mega trends of e-mobility, sustainability, and connectivity to drive top line growth, expand margins, and optimize stockholder returns. We are using eight strategic levers to achieve these goals. Despite the industry recovery being slower than expected, we remain committed to our long-term plan of increasing our capacity to assure our customers of reliable volume as they scale. While we plan to advance our capacity expansion projects, we have and will continue to modulate spending in response to order flow and the timing of customer demand and qualification. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending. For 2025, we plan to spend between $300 million to $350 million for capital expenditures, at least 70% of which will be invested in capacity expansion projects for high growth products lines, including our wafer fab expansions.

Current wording

We are focused on realizing the full value of our broad product portfolio, becoming a customer-first company, and capitalizing on the mega trends of e-mobility, sustainability, and connectivity to drive top line growth, expand margins, and optimize stockholder returns. We are using eight strategic levers to achieve these goals. Our elevated capital expenditure levels over the past three years has positioned us with increased capacity to assure our customers of reliable supply as they scale production and to supply more part numbers to them. We are committed to completing our capacity expansion projects, but have modulated and will continue to modulate spending in response to order flow, timing of customer demand and qualification, changes in lead times for equipment, and increases in subcontractor capacity. For 2026, we plan to spend between $400 million to $440 million for capital expenditures, approximately half of which will be invested in our 12-inch wafer fab we are building in Itzehoe, Germany.

Previous wording

In addition to enhancing stockholder value through growing our business, in 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. See further discussion in “Stockholder Return Policy” below.

Current wording

In addition to enhancing stockholder value through growing our business, we continue to follow our Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. See further discussion in “Stockholder Return Policy” below.

Previous wording

Our business and operating results have been and will continue to be impacted by worldwide economic conditions. Our revenues are dependent on end markets that are impacted by consumer and industrial demand, and our operating results can be adversely affected by reduced demand in those global markets. In this volatile economic environment, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the management, business processes, and resources to meet our future needs. We believe we can react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth. The Company implemented restructuring programs in the third fiscal quarter of 2024 designed to optimize the Company's manufacturing footprint and streamline business decision making. We believe we have significant liquidity to withstand temporary disruptions in the economic environment.

Current wording

Our business and operating results have been and will continue to be impacted by worldwide economic conditions. Our revenues are dependent on end markets that are impacted by consumer and industrial demand, and our operating results can be adversely affected by reduced demand in those global markets. In this volatile economic environment, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the management, business processes, and resources to meet our future needs. We believe we can react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth. We believe we have sufficient liquidity to withstand temporary disruptions in the economic environment.

Previous wording

We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, change in average selling prices, net cash and short-term investments (debt), and free cash generation to evaluate the performance and assess the future direction of our business. See further discussion in “Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below. The key financial metrics were mixed versus the prior fiscal quarter and the prior year period. Net revenues increased versus the prior fiscal quarter and the prior year period, but margins were flat versus the prior fiscal quarter and lower versus the prior year period. Margins were negatively impacted by lower average selling prices, higher metals and other input costs, and tariffs.

Current wording

We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating income, segment operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, change in average selling prices, net cash and short-term investments (debt), and free cash generation to evaluate the performance and assess the future direction of our business. See further discussion in “Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below. Nearly all key financial metrics increased versus the prior fiscal quarter and the prior year quarter. Net revenues increased versus the prior fiscal quarter and the prior year quarter primarily due to higher sales volume. Margins were positively impacted by higher sales volume and associated manufacturing efficiencies, which offset higher metals and materials costs. Backlog and book-to-bill increased due to higher order volume.

Previous wording

Net revenues for the fiscal quarter ended September 27, 2025 were $790.6 million, compared to $762.3 million and $735.4 million for the fiscal quarters ended June 28, 2025 and September 28, 2024, respectively. The net loss attributable to Vishay stockholders for the fiscal quarter ended September 27, 2025 was $(7.9) million, or $(0.06) per share, compared to net earnings of $2.0 million, or $0.01 per diluted share for the fiscal quarter ended June 28, 2025, and a net loss of $(19.3) million, or $(0.14) per share for the fiscal quarter ended September 28, 2024.

Current wording

Net revenues for the fiscal quarter ended April 4, 2026 were $839.2 million, compared to $800.9 million and $715.2 million for the fiscal quarters ended December 31, 2025 and March 29, 2025, respectively. Net earnings for the fiscal quarter ended April 4, 2026 were $7.2 million, or $0.05 per diluted share, compared to net earnings of $1.0 million, or $0.01 per diluted share for the fiscal quarter ended December 31, 2025, and a net loss of $(4.1) million, or $(0.03) per share for the fiscal quarter ended March 29, 2025.

Previous wording

We define adjusted net earnings as net earnings (loss) determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of our business. We define free cash as the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of property and equipment. The reconciliations below include certain financial measures which are not recognized in accordance with GAAP, including adjusted net earnings, adjusted earnings per share, and free cash. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, and free cash do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that adjusted net earnings and adjusted earnings per share are meaningful because they provide insight with respect to our intrinsic operating results. Management believes that free cash is a meaningful measure of our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. We utilize the free cash metric in defining our Stockholder Return Policy.

Current wording

Measures such as free cash and segment operating income are considered non-GAAP measures. We define free cash as the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of property and equipment. We define segment operating income as operating income excluding selling, general, and administrative costs of our global operations, sales and marketing, information systems, finance, and administrative groups, as well as restructuring and severance costs, goodwill impairments, and other items affecting comparability. The reconciliation of free cash is below. Note 10 to our consolidated condensed financial statements includes the reconciliation for segment operating income. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity. Non-GAAP measures such as free cash and segment operating income do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that free cash is a meaningful measure of our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends. We utilize the free cash metric in defining our Stockholder Return Policy. Management uses segment operating income, along with segment gross profit, to make decisions, allocate resources, and assess performance of its operating segments.

Previous wording

Our accelerated investments to expand capacity have positioned us to be able to better serve our customers and capture the early stages of upturns in end market demand. The long-term outlook of our business remains strong, although our results are weaker than our prior year results.

Current wording

Our accelerated investments to expand capacity have positioned us to be able to better serve our customers and capture the early stages of upturns in end market demand. The long-term outlook for our business remains strong.

Previous wording

In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. We intend to return such amounts to stockholders directly, in the form of dividends, or indirectly, in the form of stock repurchases. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations. We expect negative free cash flow for the fiscal year ending December 31, 2025 due to our capacity expansion plans. As a result, we expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy. We did not repurchase any shares of common stock in the third fiscal quarter. We expect to be in compliance with our Stockholder Return Policy without repurchasing any additional shares in 2025.

Current wording

In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis. We intend to return such amounts to stockholders directly, in the form of dividends, or indirectly, in the form of stock repurchases. The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations. For 2026, we expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy.

Previous wording

Our chief operating decision maker makes decisions, allocates resources, and evaluates business segment performance based on segment gross profit and segment operating income. Only dedicated, direct selling, general, and administrative ("SG&A") expenses of the segments are included in the calculation of segment operating income. We do not allocate certain SG&A expenses that are managed at the regional or corporate global level to our segments. Accordingly, segment operating income excludes these SG&A expenses that are not directly traceable to the segments. Segment operating income would also exclude costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, goodwill impairment charges, and other items affecting comparability. Segment operating income is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs. Segment operating margin is segment operating income expressed as a percentage of net revenues.

Current wording

Our chief operating decision maker makes decisions, allocates resources, and evaluates business segment performance based on segment gross profit and segment operating income. Only dedicated, direct selling, general, and administrative ("SG&A") expenses of the segments are included in the calculation of segment operating income. We do not allocate certain SG&A expenses that are managed at the regional or corporate global level to our segments. Accordingly, segment operating income does not include these SG&A expenses that are not directly traceable to the segments. Segment operating income also would not include costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, goodwill impairment charges, and other items affecting comparability. Segment operating income is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs. Segment operating margin is segment operating income expressed as a percentage of net revenues.

Previous wording

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the third fiscal quarter of 2024 through the third fiscal quarter of 2025(dollars in thousands):

Current wording

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026(dollars in thousands):

Previous wording

(1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency (see Note 1 to our consolidated condensed financial statements). Operating margin for the fourth fiscal quarter of 2024 includes $66.5 million of goodwill impairment charges. Operating margin for the third fiscal quarter of 2024 includes $40.6 million of restructuring and severance expenses (see Note 2 to our consolidated condensed financial statements).

Current wording

(1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency.

Previous wording

Revenues increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and favorable foreign currency impacts. The book-to-bill ratio decreased slightly versus the prior fiscal quarter. Backlog was relatively flat versus the prior fiscal quarter and increased versus the prior year quarter. We continue to increase capacity for critical product lines. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter.

Current wording

Revenues increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume. The book-to-bill ratio and backlog increased versus the prior fiscal quarter and prior year quarter due to higher order levels. We continue to increase capacity for critical product lines. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter.

Previous wording

The following table shows net revenues, book-to-bill ratio, gross profit margin, and segment operating margin broken out by segment for the five fiscal quarters beginning with the third fiscal quarter of 2024 through the third fiscal quarter of 2025(dollars in thousands):

Current wording

The following table shows net revenues, book-to-bill ratio, gross profit margin, and segment operating margin broken out by segment for the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026(dollars in thousands):

Previous wording

Net revenues of the Diodes segment increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive end market customers, and customers in the Europe and Americas regions. The increase versus the prior year quarter is primarily due to increased sales to distribution and OEM customers, industrial and telecommunications end market customers, and customers in the Europe region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive end market customers, and customers in the Americas region, partially offset by increased sales to distribution customers, industrial end market customers, and customers in the Europe region.

Current wording

Net revenues of the MOSFETs segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, customers in the industrial and telecommunications end markets, and customers in the Europe region, partially offset by decreased sales to distribution customers, customers in the computing end market, and customers in the Asia region due to Lunar New Year. The increase versus the prior year quarter is due to increased sales to customers in all sales channels, end markets, and regions, most significantly OEM and distribution customers, customers in the automotive and industrial end markets, and customers in the Asia and Europe regions.

Previous wording

Gross profit margin decreased versus the prior fiscal quarter and prior year periods. The decrease versus the prior fiscal quarter is primarily due to lower sales volume and higher materials costs. The decreases versus the prior year periods are primarily due to lower average selling prices and higher materials costs, partially offset by higher sales volume.

Current wording

Gross profit margin decreased versus the prior fiscal quarter, but increased versus the prior year quarter. The decrease versus the prior fiscal quarter is primarily due to lower average selling prices. The increase versus the prior year quarter is primarily due to higher sales volume, partially offset by lower average selling prices and higher metals costs.

Previous wording

Net revenues of the Inductors segment decreased versus the prior fiscal quarter and prior year-to-date period, but increased versus the prior year quarter. The decrease versus the prior fiscal quarter is primarily due to decreased sales to distribution customers, industrial and automotive end market customers, and customers in the Europe and Asia regions. The increase versus the prior year quarter is primarily due to increased sales to distribution customers, medical and industrial end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive and military and aerospace end market customers, and customers in the Americas and Europe regions, partially offset by increased sales to distribution customers, industrial and medical end market customers, and customers in the Asia region.

Current wording

Net revenues of the Diodes segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive end market customers, and customers in the Europe region. The increase versus the prior year quarter is primarily to due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly OEM customers, customers in the industrial and automotive end markets, and customers in the Europe region.

Previous wording

Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers and automotive and industrial end market customers. The decrease versus the prior year quarter is primarily due to decreased sales to distribution and OEM customers, medical, industrial, and telecommunications end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM and distribution customers, medical end market customers, and customers in all regions, slightly offset by increased sales to industrial end market customers.

Current wording

Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Europe region. The increase versus the prior year quarter is primarily to due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly distribution customers, customers in the industrial end market, and customers in the Europe region.

Previous wording

Gross profit margin increased slightly versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and lower variable costs. The decrease versus the prior year-to-date period is primarily due to lower average selling prices, partially offset by higher sales volume and lower variable costs.

Current wording

Gross profit margin increased versus the prior fiscal quarter, but decreased versus the prior year quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume, partially offset by higher metals costs. The decrease versus the prior year quarter is primarily due to higher labor, materials, and metals costs and unfavorable product mix, partially offset by higher sales volume.

Previous wording

Net revenues of the Resistors segment increased versus the prior fiscal quarter and prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive and computing end market customers, and customers in the Europe region, partially offset by decreased sales to distribution customers. The increase versus the prior year quarter is primarily due to increased sales to distribution and OEM customers, industrial and automotive end market customers, and customers in all regions. The increase versus the prior year-to-date period is primarily due to increased sales to distribution customers, industrial, military and aerospace, and automotive end market customers, and customers in the Asia and Americas regions.

Current wording

Net revenues of the Capacitors segment increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, customers in the military and aerospace end market, and customers in the Europe and Americas regions, partially offset by decreased sales to customers in the Asia region due to Lunar New Year. The increase versus the prior year quarter is primarily due to increased sales to customers in nearly all sales channels, end markets, and regions, most significantly distribution customers, industrial end market customers, and customers in the Asia and Americas regions.

Previous wording

Gross profit margin increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increase versus the prior fiscal quarter is primarily due to lower materials prices. The increase versus the prior year quarter is primarily due to higher average selling prices. The decrease versus the prior year-to-date period is primarily due to lower sales volume and higher variable and fixed costs.

Current wording

Gross profit margin increased versus the prior fiscal quarter and prior year quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume, partially offset by unfavorable product mix. The increase versus the prior year quarter is primarily due to higher sales volume and higher average selling prices.

Previous wording

Selling, general, and administrative (“SG&A”) expenses are summarized as follows(dollars in thousands):

Current wording

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

Previous wording

The sequential increase in SG&A expenses is primarily attributable to the $11.3 million gain recognized upon the favorable resolution of a contingency in the second fiscal quarter of 2025. Excluding the one-time benefit, the sequential decrease is primarily attributable to general cost containment activities. SG&A expenses increased versus the prior year periods due to higher stock-based compensation expense and general cost inflation.

Current wording

We are incurring additional SG&A costs associated with our strategic initiatives. The sequential increase in SG&A expenses is primarily due to uneven attribution of stock-based compensation expense and higher bonus compensation accruals. SG&A expenses increased versus the prior year quarter due to higher stock-based compensation expense and general cost inflation.

Previous wording

Interest expense for the fiscal quarter ended September 27, 2025 decreased $1.1 million versus the fiscal quarter ended June 28, 2025 and increased $2.9 million versus the fiscal quarter ended September 28, 2024. Interest expense for the nine fiscal months ended September 27, 2025 increased by $9.2 million versus the nine fiscal months ended September 28, 2024. The changes versus the prior fiscal quarter and the prior year periods are due to changes in the average outstanding balances on our revolving credit facility and interest expense on the convertible senior notes due 2025 that matured in June 2025.

Current wording

Interest expense for the fiscal quarter ended April 4, 2026 increased by $0.2 million versus the fiscal quarter ended December 31, 2025 and $1.2 million versus the fiscal quarter ended March 29, 2025. The increases are due to higher outstanding balances on our revolving credit facility.

Previous wording

For the fiscal quarter ended September 27, 2025, our effective tax rate was 166.3%, as compared to 83.7% and 21.1% for the fiscal quarters ended June 28, 2025 and September 28, 2024, respectively. For the nine fiscal months ended September 27, 2025, our effective tax rate was 150.0%, as compared to 35.7% for the nine fiscal months ended September 28, 2024. Our current effective tax rate is not indicative of expected future tax rates due to relatively small items having a disproportionate impact on the current effective tax rate. When pre-tax earnings increase, we expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions.

Current wording

For the fiscal quarter ended April 4, 2026, our effective tax rate was 44.3%, as compared to 82.3% and 3.2% for the fiscal quarters ended December 31, 2025 and March 29, 2025, respectively. We expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions, even at higher levels of pre-tax income.

Previous wording

Our financial condition as of September 27, 2025 continued to be strong. We have historically been a strong generator of operating cash flows. The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder Return Policy, and to reduce debt levels.

Current wording

Our financial condition as of April 4, 2026 is adequate to meet our capital expenditure and other growth plans. We have historically been a strong generator of operating cash flows. The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder Return Policy, and to reduce debt levels.

Previous wording

Cash flows provided by operating activities were $34.9 million for the nine fiscal months ended September 27, 2025, as compared to cash flows provided by operations of $106.0 million for the nine fiscal months ended September 28, 2024.

Current wording

Cash flows provided by operating activities were $63.7 million for the three fiscal months ended April 4, 2026, as compared to cash flows provided by operations of $16.1 million for the three fiscal months ended March 29, 2025.

Previous wording

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the third fiscal quarter of 2024 through the third fiscal quarter of 2025:

Current wording

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the first fiscal quarter of 2025 through the first fiscal quarter of 2026:

Previous wording

Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $178.5 million, as compared to $175.2 million for the nine fiscal months ended September 28, 2024. To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term. We remain committed to our long-term plan of increasing Vishay's capacity, to assure our customers of reliable volume as they scale. While we plan to advance our capacity expansion projects, we have and will continue to modulate spending in response to order flow and the timing of customer demand and qualifications. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending. For 2025, we plan to spend between $300 million to $350 million for capital expenditures, at least 70% of which will be invested in capacity expansion projects for high growth product lines, including our wafer fab expansions.

Current wording

Cash paid for property and equipment for the three fiscal months ended April 4, 2026 was $110.7 million, as compared to $61.6 million for the three fiscal months ended March 29, 2025. To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term. Our elevated capital expenditure levels over the past three years have positioned us with increased capacity to assure our customers of reliable supply as they scale production and to supply more part numbers to them. We are committed to completing our capacity expansion projects, but have modulated and will continue to modulate spending in response to order flow, timing of customer demand and qualification, changes in lead times for equipment, and increases in subcontractor capacity. For 2026, we plan to spend between $400 million to $440 million for capital expenditures, approximately half of which will be invested in our 12-inch wafer fab we are building in Itzehoe, Germany.

Previous wording

Free cash flow for the nine fiscal months ended September 27, 2025 decreased versus the nine fiscal months ended September 28, 2024 primarily due to decreased net earnings. We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels of free cash. There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens.

Current wording

Free cash flow for the three fiscal months ended April 4, 2026 decreased slightly versus the three fiscal months ended March 29, 2025. Free cash flow for the three fiscal months ended April 4, 2026 was negatively impacted by a high level of capital expenditures. We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels of free cash. There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens.

Previous wording

We repatriated $75 million of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid withholding taxes, in Israel, of $9.4 million. As of September 27, 2025, $21.1 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries. As of September 27, 2025, we are in a net borrowing position in the U.S. and we expect to continue to be at least throughout 2025, primarily due to Newport expansion funding requirements. As of September 27, 2025, we have approximately $491.1 million of German and Israeli earnings that are deemed not indefinitely reinvested. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $75.3 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings. Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense. We also have amounts of unremitted foreign earnings held by subsidiaries in countries other than Israel and Germany, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts. Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash. Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant. Our undrawn credit facility provides us with adequate operating liquidity in the United States.

Current wording

As of April 4, 2026, $13.6 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries. As of April 4, 2026, we are in a net borrowing position in the U.S. and we expect to continue to be at least throughout 2026 based on expected cash payments pursuant to our Stockholder Return Policy and funding of our growth plan. As of April 4, 2026, we have approximately $561 million of earnings that are deemed not indefinitely reinvested, primarily in Germany and Israel. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $81 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings. Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense. We also have amounts of unremitted foreign earnings, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts. Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash. Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant. Our undrawn credit facility provides us with adequate operating liquidity in the United States.

Previous wording

Upon successful completion of our growth plan, we expect to generate increasingly higher levels of free cash that will be sufficient to meet our long-term financing needs related to normal operating requirements, regular dividend payments, share repurchases pursuant to our Stockholder Return Policy, while allowing us to manage our repatriation and financing activities to minimize tax and interest expense. During the current period of intensified capital expenditures to achieve our growth plans, we are considering a combination of additional and alternative sources of financing and our cash on hand to fund a portion of the capital expenditures that would conserve cash for future acquisitions while enabling us to minimize tax expense.

Current wording

Upon successful completion of our growth plan, we expect to generate increasingly higher levels of free cash that will be sufficient to meet our long-term financing needs related to normal operating requirements, regular dividend payments, and share repurchases pursuant to our Stockholder Return Policy, while allowing us to manage our repatriation and financing activities to minimize tax and interest expense. During the current period of intensified capital expenditures to achieve our growth plans, we are considering a combination of additional and alternative sources of financing, such as the agreements to sell up to approximately $150 million of accounts receivable on a revolving basis that we initiated in 2025, and our cash on hand to fund a portion of the capital expenditures that would conserve cash for future acquisitions while enabling us to minimize tax expense.

Previous wording

We were in compliance with all financial covenants under the credit facility at September 27, 2025. Our interest coverage ratio and net leverage ratio were 9.76 to 1 and 2.34 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections. Based on our current EBITDA and outstanding revolver balance, the usable capacity on the credit facility is approximately $280 million.

Current wording

We were in compliance with all financial covenants under the credit facility at April 4, 2026. Our interest coverage ratio and net leverage ratio were 9.70 to 1 and 2.34 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections. The usable capacity on the credit facility is approximately $307 million as of April 4, 2026.

Previous wording

Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin. Based on our current total leverage ratio of 3.14 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum.

Current wording

Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin. Based on our current total leverage ratio of 3.07 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum.

Previous wording

We had $136 million outstanding on our revolving credit facility at December 31, 2024 and $189 million outstanding at September 27, 2025. We borrowed $601 million and repaid $548 million on the revolving credit facility during the nine fiscal months ended September 27, 2025. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $218 million and the highest amount outstanding at a fiscal month end was $309 million during the nine fiscal months ended September 27, 2025. We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our credit facility. We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs. Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt. No principal payments on our debt are due until 2028.

Current wording

We had $219 million outstanding on our revolving credit facility at December 31, 2025 and $250 million outstanding at April 4, 2026. We borrowed $203 million and repaid $172 million on the revolving credit facility during the three fiscal months ended April 4, 2026. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $259 million and the highest amount outstanding at a fiscal month end was $271 million during the three fiscal months ended April 4, 2026. We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our credit facility. We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs. Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt. No principal payments on our debt are due until 2028.

Previous wording

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; manufacturing or supply chain interruptions or changes in customer demand (including due to political, economic, and health instability and military conflicts and hostilities); an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same; changes in U.S. and foreign trade regulations and tariffs and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations, markets, capacity to meet demand, products, services, and prices that are set forth in our filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Current wording

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; manufacturing or supply chain interruptions or changes in customer demand (including due to political, economic, and health instability and military conflicts and hostilities); an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same; changes in U.S. and foreign trade regulations and tariffs and uncertainty regarding the same; volatility in prices for metals and materials; changes in applicable accounting standards and other factors affecting our operations, markets, capacity to meet demand, products, services, and prices that are set forth in our filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.