VISHAY INTERTECHNOLOGY INC (Form: 8-K, Received: 08/05/2026 07:31:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

	Date of Report (date of earliest event reported) August 5, 2026

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

Item 2.02 – Results of Operations and Financial Condition

On August 5, 2026, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended July 4, 2026. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders regarding its diluted earnings per share ("EPS") computation. The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the third fiscal quarter of 2026.

Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to equity awards and convertible debt) if those potentially issuable shares would reduce EPS ("diluted").

The number of shares related to equity awards included in diluted EPS is based on the "Treasury Stock Method" prescribed in Financial Accounting Standards Board ("FASB") ASC Topic 260, Earnings Per Share ("FASB ASC Topic 260"). This method assumes a theoretical repurchase of shares using the unrecognized compensation expense and any other proceeds at a price equal to the issuer's average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of diluted EPS in respect of equity awards is dependent on this average stock price and will increase as the average stock price increases. This method is also utilized for net share settlement debt.

The number of shares includable in the calculation of diluted EPS in respect of conventional convertible or exchangeable securities is based on the "If Converted Method" prescribed in FASB ASC Topic 260. This method assumes the conversion or exchange of these securities for shares of common stock.

Pursuant to the indenture governing the senior convertible notes due 2030 (the "2030 Notes"), Vishay is required to pay the principal amount of the senior convertible debt instruments in cash. Vishay, at its option, will settle any additional value in cash, common stock, or a combination of both.

The 2030 Notes will be included in the diluted EPS computation using the "If Converted Method," but with no adjustment for interest expense.

The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's convertible securities currently outstanding and their exercise and conversion features currently in effect. The Company adjusts its calculation for the estimated effect of expected quarterly activity. The estimates assume no share or convertible debt instrument repurchases during the third fiscal quarter of 2026. Changes in these parameters or estimates could have a material impact on the calculation of diluted EPS.

The following estimates of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K. These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period. The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the third fiscal quarter of 2026. The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles. Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period.

For the third fiscal quarter of 2026:

•	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.

Accordingly, the following table summarizes the approximate number of shares to be included in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders for various average stock prices (number of shares in millions):

Average Stock Price		Projected Diluted Shares
$	<30.16		157
$	35.00		161
$	40.00		164
$	45.00		166
$	50.00		168
$	55.00		169
$	60.00		170
$	65.00		171

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

	99.1	Press release dated August 5, 2026.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2026

	VISHAY INTERTECHNOLOGY, INC.

	By:		/s/ David L. Tomlinson

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

Vishay Intertechnology Reports Second Quarter 2026 Results

Malvern, PA, August 5, 2026 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today announced results for the fiscal second quarter ended July 4, 2026.

“For the second quarter, Vishay delivered 9.5% sequential growth to adjusted revenue of $919 million, exceeding the top end of our revenue guidance and representing continued strengthening demand across all end markets, channels and regions,” said Joel Smejkel, president and CEO. “Executing as a new company, Vishay 3.0 is focused on supplying our increasing customer count and taking full advantage of the upcycle, outpacing industry growth, while laying the foundation to leverage multi-year demand across all end markets for sustained growth, expanded margins and enhanced stockholder returns.”

For the third quarter of 2026, management expects revenues in the range of $945 million and $975 million and a gross profit margin in the range of 24.0% +/- 50 basis points.

A conference call to discuss Vishay’s second quarter financial results is scheduled for Wednesday, August 5, 2026, at 9:00 a.m. ET. To participate in the live conference call, please pre-register here. Upon registering, you will be emailed a dial-in number, and unique PIN.

A live audio webcast of the conference call and a PDF copy of the press release and the quarterly presentation will be accessible directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

There will be a replay of the conference call available on the Investor Relations website approximately one hour following the call and will remain available for 30 days.

Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare markets. Serving customers worldwide, Vishay is The DNA of tech®. Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.Vishay.com.

This press release includes certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted net earnings; adjusted earnings per share; adjusted net revenues; adjusted gross margin; adjusted operating margin; free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted EBITDA margin; which are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance or liquidity and should not be viewed as an alternative to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, adjusted net revenues, adjusted gross margin, adjusted operating margin, free cash, EBITDA, adjusted EBITDA, and adjusted EBITDA margin 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 such measures are meaningful to investors because they provide insight with respect to intrinsic operating results and financial trends of the Company. Although the terms "free cash" and "EBITDA" are not defined in GAAP, the measures are derived using various line items measured in accordance with GAAP. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted net revenues, adjusted gross margin, adjusted operating margin, and adjusted EBITDA represent those same items used in computing adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. These reconciling items are indicated on the accompanying reconciliation schedules and are more fully described in the Company’s financial statements presented in its annual report on Form 10-K and its quarterly reports presented on Forms 10-Q.

Statements contained herein that relate to the Company's future performance, including forecasted revenues and margins, capacity expansion, multi-year customer demand, stockholder returns, and the performance of the economy in general, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words and expressions such as “will,” “expect,” “going forward” or other similar words or expressions often identify forward-looking statements. 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; manufacturing or supply chain interruptions or changes in customer demand; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; 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 U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; volatility in prices for metals and materials; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, 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.

The DNA of tech® is a trademark of Vishay Intertechnology.

Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300

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

	Fiscal quarters ended
			July 4, 2026			April 4, 2026			June 28, 2025

Net revenues(a)		$	888,575		$	839,242		$	762,250
Costs of products sold(b)			681,193			662,630			613,567
Gross profit			207,382			176,612			148,683
Gross margin			23.3	%		21.0	%		19.5	%

Selling, general, and administrative expenses(c)			153,856			154,488			126,565
Operating income			53,526			22,124			22,118
Operating margin			6.0	%		2.6	%		2.9	%

Other income (expense):
Interest expense			(10,333	)		(9,973	)		(10,588	)
Other			(794	)		701			747
Total other income (expense) - net			(11,127	)		(9,272	)		(9,841	)

Income before taxes			42,399			12,852			12,277

Income tax expense			14,275			5,688			10,273

Net earnings		$	28,124		$	7,164		$	2,004

Basic earnings per share		$	0.21		$	0.05		$	0.01

Diluted earnings per share		$	0.19		$	0.05		$	0.01

Weighted average shares outstanding - basic			136,824			136,045			135,702

Weighted average shares outstanding - diluted			147,901			137,471			136,167

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.
(c) Selling, general, and administrative expenses for the fiscal quarter ended June 28, 2025 include a ($11,293) benefit recognized upon the favorable resolution of a contingency.

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

	Six fiscal months ended
			July 4, 2026			June 28, 2025


Net revenues(d)		$	1,727,817		$	1,477,486
Costs of products sold(e)			1,343,823			1,193,249
Gross profit			383,994			284,237
Gross margin			22.2	%		19.2	%

Selling, general, and administrative expenses(f)			308,344			261,304
Operating income			75,650			22,933
Operating margin			4.4	%		1.6	%

Other income (expense):
Interest expense			(20,306	)		(19,378	)
Other			(93	)		4,494
Total other income (expense) - net			(20,399	)		(14,884	)

Income before taxes			55,251			8,049

Income tax expense			19,963			10,137

Net earnings (loss)		$	35,288		$	(2,088	)

Basic earnings (loss) per share attributable to Vishay stockholders		$	0.26		$	(0.02	)

Diluted earnings (loss) per share attributable to Vishay stockholders		$	0.25		$	(0.02	)

Weighted average shares outstanding - basic			136,428			135,750

Weighted average shares outstanding - diluted			142,680			135,750

Cash dividends per share		$	0.20		$	0.20

(d) Net revenues for the six fiscal months ended July 4, 2026 are reduced by ($30,008) for tariff refunds passed through to customers, with no impact on gross profit.
(e) Costs of product sold for the six fiscal months ended July 4, 2026 are reduced by ($30,008) for tariff refunds received from the U.S. government, with no impact on gross profit.
(f) Selling, general, and administrative expenses for the six fiscal months ended June 28, 2025 include a ($11,293) benefit recognized upon the favorable resolution of a contingency.

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

		July 4, 2026			December 31, 2025

Assets
Current assets:
Cash and cash equivalents	$	1,297,309		$	514,966
Short-term investments		5,263			265
Accounts receivable, net		393,373			381,802
Inventories:
Finished goods		184,960			182,444
Work in process		360,965			331,347
Raw materials		261,186			245,412
Total inventories		807,111			759,203

Prepaid expenses and other current assets		221,811			231,004
Total current assets		2,724,867			1,887,240

Property and equipment, at cost:
Land		85,711			86,399
Buildings and improvements		841,294			839,856
Machinery and equipment		3,505,644			3,477,884
Construction in progress		558,131			464,475
Allowance for depreciation		(3,241,135	)		(3,195,455	)
		1,749,645			1,673,159

Right of use assets		122,630			119,746
Deferred income taxes		190,381			183,016
Goodwill		180,027			180,390
Other intangible assets, net		71,266			78,487
Other assets		117,550			112,122
Total assets	$	5,156,366		$	4,234,160

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

		July 4, 2026		December 31, 2025


Liabilities and equity
Current liabilities:
Trade accounts payable	$	237,482	$	214,984
Payroll and related expenses		179,479		164,114
Lease liabilities		28,241		26,546
Other accrued expenses		310,238		300,031
Income taxes		18,757		14,751
Current portion of long-term debt		737,744		-
Total current liabilities		1,511,941		720,426

Long-term debt less current portion		234,543		950,893
Deferred income taxes		97,488		96,818
Long-term lease liabilities		96,583		95,799
Other liabilities		136,668		109,228
Accrued pension and other postretirement costs		166,246		172,723
Total liabilities		2,243,469		2,145,887

Equity:
Vishay stockholders' equity
Common stock		14,129		12,351
Class B convertible common stock		1,210		1,210
Capital in excess of par value		1,945,629		1,101,086
Retained earnings		900,268		892,232
Accumulated other comprehensive income		51,661		81,394
Total equity		2,912,897		2,088,273
Total liabilities and equity	$	5,156,366	$	4,234,160

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Six fiscal months ended
			July 4, 2026			June 28, 2025

Operating activities
Net earnings (loss)		$	35,288		$	(2,088	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization			114,328			109,743
Loss on disposal of property and equipment			24			73
Inventory write-offs for obsolescence			21,883			17,456
Deferred income taxes			(6,069	)		(6,034	)
Stock compensation expense			20,056			11,736
Other			79			(3,606	)
Change in U.S. transition tax liability			-			(47,027	)
Change in repatriation tax liability			(2,000	)		(9,375	)
Changes in operating assets and liabilities			(14,561	)		(63,571	)
Net cash provided by operating activities			169,028			7,307

Investing activities
Capital expenditures			(205,862	)		(126,167	)
Proceeds from sale of property and equipment			221			494
Purchase of short-term investments			(5,260	)		(28,481	)
Maturity of short-term investments			262			39,400
Other investing activities			(381	)		(661	)
Net cash used in investing activities			(211,020	)		(115,415	)

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 on revolving credit facility			19,000			49,000
Dividends paid to common stockholders			(24,805	)		(24,700	)
Dividends paid to Class B common stockholders			(2,419	)		(2,419	)
Repurchase of common stock			-			(12,538	)
Cash withholding taxes paid when shares withheld for vested equity awards			(4,013	)		(3,957	)
Other financing activities			10,000			10,078
Net cash provided by (used in) financing activities			828,013			(26,447	)
Effect of exchange rate changes on cash and cash equivalents			(3,678	)		18,129

Net increase (decrease) in cash and cash equivalents			782,343			(116,426	)

Cash and cash equivalents at beginning of period			514,966			590,286
Cash and cash equivalents at end of period		$	1,297,309		$	473,860

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

Net revenues		$	888,575		$	918,583			$	1,727,817		$	1,757,825
Gross profit			207,382			207,382				383,994			383,994
Gross margin			23.3	%		22.6	%			22.2	%		21.8	%

(g) Adjusted net revenues for the fiscal quarter and six fiscal months ended July 4, 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.

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended									Six fiscal months ended
			July 4, 2026			April 4, 2026		June 28, 2025				July 4, 2026			June 28, 2025

Net earnings (loss)		$	28,124		$	7,164	$	2,004			$	35,288		$	(2,088	)

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	)			-			(11,293	)

Adjusted net earnings (loss)		$	28,124		$	7,164	$	(9,289	)		$	35,288		$	(13,381	)

Adjusted weighted average diluted shares outstanding			147,901			137,471		135,702				142,680			135,750

Adjusted earnings (loss) per diluted share		$	0.19		$	0.05	$	(0.07	)		$	0.25		$	(0.10	)

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended										Six fiscal months ended
			July 4, 2026			April 4, 2026			June 28, 2025				July 4, 2026			June 28, 2025
Net cash provided by (used in) operating activities		$	105,359		$	63,669		$	(8,791	)		$	169,028		$	7,307
Proceeds from sale of property and equipment			155			66			215				221			494
Less: Capital expenditures			(95,201	)		(110,661	)		(64,598	)			(205,862	)		(126,167	)
Free cash		$	10,313		$	(46,926	)	$	(73,174	)		$	(36,613	)	$	(118,366	)

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended										Six fiscal months ended
			July 4, 2026			April 4, 2026			June 28, 2025				July 4, 2026			June 28, 2025

Net earnings (loss)		$	28,124		$	7,164		$	2,004			$	35,288		$	(2,088	)

Interest expense			10,333			9,973			10,588				20,306			19,378
Interest income			(4,088	)		(3,038	)		(4,023	)			(7,126	)		(7,900	)
Income taxes			14,275			5,688			10,273				19,963			10,137
Depreciation and amortization			56,117			58,211			55,970				114,328			109,743
EBITDA		$	104,761		$	77,998		$	74,812			$	182,759		$	129,270

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	)			-			(11,293	)

Adjusted EBITDA		$	104,761		$	77,998		$	63,519			$	182,759		$	117,977

Adjusted EBITDA margin(h)			11.4	%		9.3	%		8.3	%			10.4	%		8.0	%

(h) Adjusted EBITDA as a percentage of adjusted net revenues