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What changed in Vishay Precision Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Vishay Precision Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+127 added−145 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-25)

Top changes in Vishay Precision Group, Inc.'s 2025 10-K

127 paragraphs added · 145 removed · 102 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

43 edited+18 added−7 removed89 unchanged
Biggest changeWe support worldwide employment and promotion of diversity to innovate and drive long-term value, by continuous monitoring of compensation and benefits to assure competitiveness, while implementing a worldwide talent strategy that includes workforce planning and succession planning. - 10 - We have had no employee strikes or work stoppages due to labor disputes and we consider our relationship with employees to be generally good, however, no assurance can be given that labor unrest or strikes will not occur.
Biggest changeSome of our employees outside the United States are members of trade unions. We support worldwide employment and promotion of diversity to innovate and drive long-term value, by continuous monitoring of compensation and benefits to assure competitiveness, while implementing a worldwide talent strategy that includes workforce planning and succession planning.
In some cases, these products use our strain gage products, - 6 - which serve as sensing elements and components within each unit. Further integration of our load cell technology is also offered as part of our weighing module products, which provide customers with a complete sensor assembly that may be used within a wide variety of digital transducers.
In some cases, these products use our strain gage products, which serve as sensing elements and components within each unit. Further integration of our load cell technology is also offered as part of our weighing module products, which provide customers with a complete sensor assembly that may be used within a wide variety of digital transducers.
The principal materials used in our products include various metallic foil alloys, aluminum, stainless steel, tool steel, plastics, and for a few products, gold. Some of the most highly specialized materials for our sensors are sourced from a single vendor. We maintain a safety stock inventory of certain critical materials at our - 8 - facilities.
The principal materials used in our products include various metallic foil alloys, aluminum, stainless steel, tool steel, plastics, and for a few products, gold. Some of the most highly specialized materials for our sensors are sourced from a single vendor. We maintain a safety stock inventory of certain critical materials at our facilities.
KELK engineers, designs and manufactures highly accurate optical and electronic roll force measurement and control equipment primarily used by metals rolling mills and mining applications throughout the world. - 4 - • On December 30, 2015, we completed the acquisition of Stress-Tek, Inc. ("Stress-Tek") based in Kent, Washington.
KELK engineers, designs and manufactures highly accurate optical and electronic roll force measurement and control equipment primarily used by metals rolling mills and mining applications throughout the world. • On December 30, 2015, we completed the acquisition of Stress-Tek, Inc. ("Stress-Tek") based in Kent, Washington.
Patents and Licenses We have made a significant investment in securing intellectual property protection for our technology and products. We seek to protect our technology by, among other things, filing patent applications for technology considered important to the development of our business.
Patents and Licenses We have made a significant investment in securing intellectual property protection for our technology and products. We seek to protect our technology by, among other things, filing and maintaining patent applications for technology considered important to the development of our business.
Price competitiveness can be an important factor, especially within our Weighing Solutions segment. Our sales and marketing programs offer our customers a broad range of world-class precision technologies, and superior global sales and support. Competition in the markets where we sell the bulk of our products is extremely fragmented, both geographically and by application.
Price competitiveness can be an important factor, especially within our Weighing Solutions segment. Our sales and marketing programs offer our customers a broad range of world-class precision technologies, and superior global sales and support. - 9 - Table of Contents Competition in the markets where we sell the bulk of our products is extremely fragmented, both geographically and by application.
We also use distributors and sales agents, as appropriate, to market, sell, and support certain products in this segment. Measurement Systems The Measurement Systems segment includes highly specialized systems for steel production, materials development, and safety testing. This segment is comprised of our KELK, Nokra, DSI, Pacific Instruments and DTS businesses.
We also use distributors and sales agents, as appropriate, to market, sell, and support certain products in this segment. - 7 - Table of Contents Measurement Systems The Measurement Systems segment includes highly specialized systems for steel production, materials development, and safety testing. This segment is comprised of our KELK, DSI, Pacific Instruments and DTS businesses.
Our ability to react to changing customer needs, emerging markets, and industry trends will continue to be a key to our success. Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market.
Our ability to react to changing customer needs, emerging markets, and industry trends will continue to be a key to our success. - 4 - Table of Contents Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market.
Although we have numerous United States and foreign patents covering certain of our products and manufacturing processes, no particular patent is considered individually material to our business. We also rely upon trade secrets, unpatented know-how, and continuing technological innovation.
Although we have numerous United States and foreign patents covering certain of our products and manufacturing processes, no particular patent is considered individually material to our business. We also rely upon confidential and proprietary information and processes including trade secrets, know-how, and continuing technological innovation.
We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments: Sensors Weighing Solutions Measurement Systems VPG Foil Resistors VPG Transducers KELK - VFR - Celtron Dynamic Systems Inc. or Gleeble - Alpha Electronics - Revere DTS -Powertron - Sensortronics Pacific Instruments - APR - Tedea-Huntleigh Nokra Micro-Measurements VPG Onboard Weighing Stress-Tek Vulcan BLH Nobel - 5 - Business Segments and Products Each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities, which are in line with our operationally diversified structure and strategy.
We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments: Sensors Weighing Solutions Measurement Systems VPG Foil Resistors VPG Transducers KELK - VFR - Celtron Dynamic Systems Inc. or Gleeble - Alpha Electronics - Revere DTS -Powertron - Sensortronics Pacific Instruments - APR - Tedea-Huntleigh Micro-Measurements VPG Onboard Weighing Stress-Tek Vulcan BLH Nobel Business Segments and Products Each of VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.
Human Capital As of December 31, 2024, we employed approximately 2,200 total employees, substantially all of which were full-time employees. Approximately 82% of our employees were located outside the United States. Our future success is substantially dependent on our ability to attract and retain highly qualified technical and administrative personnel.
Human Capital As of December 31, 2025, we employed approximately 2,100 total employees, substantially all of which were full-time employees. Approximately 84% of our employees were located outside the United States. Our future success is substantially dependent on our ability to attract and retain highly qualified technical and administrative personnel.
Environmental, Social and Governance As part of our launch of a corporate Environmental, Social and Governance ("ESG") program, we completed a materiality assessment, developed a multi-year ESG plan, and established an internal scorecard with short and long-term objectives.
Environmental, Social and Governance As part of our launch of a corporate Environmental, Social and Governance ("ESG") program, we completed a materiality assessment, developed a multi-year ESG plan, and established an internal scorecard with short and long-term objectives and published our first ever Sustainability Report.
To view the reports, access http://ir.vpgsensors.com and click on “Financials”/ “SEC Filings.” The following corporate governance related documents, as may be amended from time to time, are also available on our website: • Compensation Committee Charter • Nominating and Corporate Governance Committee Charter • Audit Committee Charter • Global Code of Business Conduct • Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller • Corporate Governance Principles • Policy Regarding Qualifications of Directors • Anti-Bribery and Anti-Corruption Policy • Supplier Code of Conduct - 11 - • Information Security Report • By-Laws of Vishay Precision Group Inc. • Insider Trading Policy • Dodd-Frank Clawback Policy.
To view the reports, access http://ir.vpgsensors.com and click on “Financials”/ “SEC Filings.” - 12 - Table of Contents The following corporate governance related documents and policies, as may be amended from time to time, are also available on our website: • Compensation Committee Charter • Nominating and Corporate Governance Committee Charter • Audit Committee Charter • Global Code of Business Conduct and Ethics • Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller • Corporate Governance Principles • Policy Regarding Qualifications of Directors • Anti-Bribery and Anti-Corruption Policy • Supplier Code of Conduct • VPG Independent Director Stock Ownership Guidelines • Corporate Social Responsibility and Involvement Policy • Information Security Report • By-Laws of Vishay Precision Group Inc. • Insider Trading Policy • Dodd-Frank Clawback Policy.
He continues to serve on the Vishay Intertechnology board of directors. Mr. Shoshani is a nephew of Mrs. Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology. William M. Clancy is our Executive Vice President and Chief Financial Officer. Mr. Clancy was Corporate Controller of Vishay Intertechnology from 1993 until November 1, 2009.
Shoshani is a nephew of Mrs. Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology. William M. Clancy is our Executive Vice President and Chief Financial Officer. Mr. Clancy was Corporate Controller of Vishay Intertechnology from 1993 until November 1, 2009.
Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.
Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality.
The website contains information about us and our operations. Copies of each of our filings with the SEC on Form 10-K, Form 10-Q, Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.
Copies of each of our filings with the SEC including those on Form 10-K, Form 10-Q, Form 8-K, our proxy statements, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.
Our DTS business provides data acquisition systems and sensors for product safety testing. As a major supplier of embedded data acquisition and data logging capabilities for crash test dummies, DTS expands our offering in the automotive market and in the avionics, military and space market.
As a major supplier of embedded data acquisition and data logging capabilities for crash test dummies, DTS expands our offering in the automotive market and in the avionics, military and space market.
Our load cell manufacturing sites undergo periodic audits by regulatory authorities in order to verify compliance with standard requirements and to extend product approvals. Manufacturing Operations Our principal manufacturing facilities are located in Israel, the United States, Canada, India, Germany, and Japan. We also have manufacturing facilities in Sweden, the United Kingdom, the Republic of China (Taiwan), and France.
Our load cell manufacturing sites undergo periodic audits by regulatory authorities in order to verify compliance with standard requirements and to extend product approvals. Manufacturing Operations Our principal manufacturing facilities are located in Israel, the United States, Canada, India, Germany, and Japan.
During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995.
Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995. He continues to serve on the Vishay Intertechnology board of directors. Mr.
This in-depth knowledge of customer needs and specifications is a key factor in future research and development initiatives. Research and development will continue to play a key role in our efforts to introduce innovative products for new sales, and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology products.
Research and development will continue to play a key role in our efforts to introduce innovative products for new sales, and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology products.
Typical applications of strain gages include test and measurement applications where the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge.
In stress analysis applications the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge.
Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM and in stress analysis applications for structural testing in the aviation, military and space, infrastructure, and construction markets, along with force measurement and weighing markets.
Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM for forces sensing in markets such as industrial, weighing, medical and consumer, and in stress analysis applications for structural testing in markets as aviation, military and space, infrastructure, and construction markets.
We also maintain research and development staff, and promote programs at a number of our production facilities to develop new products and new applications of existing products, and to improve manufacturing techniques.
We also maintain research and development staff, and promote programs at a number of our production facilities to develop new products and new applications of existing products, and to improve manufacturing techniques. This decentralized approach encourages individualized product development at specific manufacturing facilities that occasionally has applications at other facilities.
Leverage Global Brand While our acquisitions provided us an array of strong brand names, in addition to our historical resistor and strain gage brands, we believe the continued success of our strategy is best served by the establishment of a strong overall global brand.
We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint. - 5 - Table of Contents Leverage Global Brand While our acquisitions provided us an array of strong brand names, in addition to our historical resistor and strain gage brands, we believe the continued success of our strategy is best served by the establishment of a strong overall global brand.
ISO 9001 is a comprehensive set of quality program standards developed by the International Organization for Standardization ("ISO"). The quality management system in our major foil resistors manufacturing site is certified against Aerospace Standard AS 9100. Our third-party major load cells manufacturer as well as our third-party Onboard Weighing manufacturer have quality management systems certified to Automotive Standard IATF 16949.
ISO 9001 is a comprehensive set of quality program standards developed by the International Organization for Standardization ("ISO"). - 8 - Table of Contents The quality management system in our major foil resistors manufacturing site is certified against Aerospace Standard AS 9100.
To maintain our cost competitiveness, we are pursuing our strategic initiatives to shift manufacturing emphasis to more advanced automation in higher-labor-cost regions and to relocate production to regions with skilled workforces and relatively lower labor costs.
Compliance with this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results. To maintain our cost competitiveness, we are pursuing our strategic initiatives to shift manufacturing emphasis to more advanced automation in higher-labor-cost regions and to relocate production to regions with skilled workforces and relatively lower labor costs.
We expect to expand our expertise and acquisition focus to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint.
We expect to expand our expertise and acquisition focus to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration.
Specifically, we are focused on the following strategies: - 3 - Operationally Diversified Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities.
Specifically, we are focused on the following strategies: Growth-Focused Strategy Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities. In the fourth quarter of 2025, we refined our business strategy to support the next phase on our path to achieve accelerated growth.
A portion of our strain gage products are sold to third parties as “standard catalog items”, while the remainder of these products are sold as non-standard and/or custom products to third parties and to our Weighing Solutions segment. Strain gage products are sold across several of our market sectors, with a significant portion being sold to consumer end markets.
Emerging applications for our advanced sensors include industrial and medical robotics, as well as for consumer products. A portion of our strain gage products are sold to third parties as “standard catalog items”, while the remainder of these products are sold as non-standard and/or custom products to third parties and to our Weighing Solutions segment.
Any of the above documents can also be obtained in print by any stockholder, upon written request to our Investor Relations Department at the following address: Corporate Investor Relations Vishay Precision Group, Inc. 3 Great Valley Parkway, Suite 150 Malvern, PA 19355 - 12 -
Any of the above documents can also be obtained in print by any stockholder, upon written request to our Investor Relations Department at the following address: Corporate Investor Relations Vishay Precision Group, Inc. 851 Duportail Road, 2 nd Floor, Chesterbrook, PA 19087 - 13 - Table of Contents
The products in the Sensors segment are primarily based on our resistive foil technology, which continues to evolve and enables many products in both segments to be suited for new and varied applications.
Strain gage products are sold across several of our market sectors, with a significant portion being sold to consumer end markets. - 6 - Table of Contents The products in the Sensors segment are primarily based on our resistive foil technology, which continues to evolve and enables many products in both segments to be suited for new and varied applications.
Over the past several years, we have invested substantial resources to increase capacity and to enhance automation in our plants, which we believe will further reduce production costs. We have quality management systems at all of our major manufacturing facilities approved under the ISO 9001 Quality Management Systems Standard.
We also have manufacturing facilities in Sweden, the United Kingdom, the People’s Republic of China, the Republic of China (Taiwan), and France. Over the past several years, we have invested substantial resources to increase capacity and to enhance automation in our plants, which we believe will further reduce production costs.
Marketed under the name "Gleeble®", DSI's line of physical simulation systems are used by universities, research departments, and development departments within the steel ecosystem to accelerate the development of new metal alloys, explore new production techniques, optimize existing processes, or simulate the conditions a material will face in the real world. - 7 - Our Pacific Instruments business offers a broad range of high performance signal conditioning, data acquisition and control systems, many of which reach customers outside our traditional commercial customer base, such as U.S. government-related customers.
Marketed under the name "Gleeble®", DSI's line of physical simulation systems are used by universities, research departments, and development departments within the steel ecosystem to accelerate the development of new metal alloys, explore new production techniques, optimize existing processes, or simulate the conditions a material will face in the real world.
We continue to support employee’s rights to collective bargaining and other recognized employee interests to organize. Information about our Executive Officers The following table sets forth certain information regarding our executive officers as of February 25, 2025: Name Age Positions Ziv Shoshani 58 Chief Executive Officer, President, and Director William M.
Information about our Executive Officers The following table sets forth certain information regarding our executive officers as of February 27, 2026: Name Age Positions Ziv Shoshani 59 Chief Executive Officer, President, and Director William M.
VPG delivers in-depth, deep engineering expertise to the design and manufacture of non-commodity sensors, weighing solutions and precision measurement systems that optimize and enhance our customers’ solutions performance across a broad array of end markets.
VPG delivers in-depth, deep engineering expertise to the design and manufacture of non-commodity sensors, weighing solutions and precision measurement systems that optimize and enhance our customers’ solutions performance across a broad array of end markets. - 3 - Table of Contents Our strategy is to leverage our core technologies and competitive position in both existing and new markets to accelerate our organic growth, as well as to augment that growth by acquiring complementary precision measurement and sensing businesses.
Although we have been awarded, have filed applications for, or have obtained numerous patents in the United States and other countries, there can be no assurance concerning the degree of protection afforded by these patents, or the likelihood that pending patents will be issued.
Although we have been awarded, have filed applications for, or have obtained numerous patents in the United States and other countries, there can be no assurance concerning the degree of protection afforded by these patents, or the likelihood that pending patents will be issued. - 10 - Table of Contents We require all of our technical, research and development, sales and marketing, and management employees, and most consultants and other advisors to execute confidentiality agreements upon the commencement of employment, or consulting relationships with us.
This decentralized approach encourages individualized product development at specific manufacturing facilities that occasionally has applications at other facilities. - 9 - Our research and development staff and our sales force are closely linked. Our sales force is comprised of individuals with an engineering background who can help meet the needs of our customers for technical and applications support.
Our research and development staff and our sales force are closely linked. Our sales force is comprised of individuals with an engineering background who can help meet the needs of our customers for technical and applications support. This in-depth knowledge of customer needs and specifications is a key factor in future research and development initiatives.
Our DTS business unit, manufacturing data acquisition systems, data loggers and sensors for critical testing for aerospace, military, crash safety, is certified to ISO/IEC 17025 standard. Compliance to this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results.
Our major load cells manufacturer as well as our Onboard Weighing manufacturer have quality management systems certified to Automotive Standard IATF 16949. Our DTS business unit, manufacturing data acquisition systems, data loggers and sensors for critical testing for aerospace, military, crash safety, is certified to ISO/IEC 17025 standard.
Our products are required to meet the most demanding requirements of the steel and aluminum industries, providing high accuracy and reliability under the most demanding harsh conditions of rolling mills. Our Nokra business offers high-quality measurement and testing systems for use in manufacturing. The systems measure and test geometric features such as length, width, thickness, profile, shape, and position.
Our products are required to meet the most demanding requirements of the steel and aluminum industries, providing high accuracy and reliability under the most demanding harsh conditions of rolling mills.
Our principal executive offices are located at 3 Great Valley Parkway, Suite 150, Malvern, PA 19355. Our main telephone number is 484-321-5300.
Our principal executive offices are located at 851 Duportail Road, 2nd Floor, Chesterbrook, PA 19087. Our main telephone number is 484-321-5300.
Clancy 62 Executive Vice President and Chief Financial Officer Amir Tal 55 Executive Vice President and Chief Accounting Officer Ziv Shoshani is our Chief Executive Officer and President, and also serves on the Board of Directors. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009.
Clancy 63 Executive Vice President and Chief Financial Officer Amir Tal 56 Executive Vice President and Chief Accounting Officer Yair Alcobi 54 Executive Vice President and Chief Business & Product officer Rafi Ouzan 59 Executive Vice President and Chief Operating Officer - 11 - Table of Contents Ziv Shoshani is our Chief Executive Officer and President, and also serves on the Board of Directors.
Strain gages are also used inside precision transducers where the magnitude of an applied force is the focus of the measurement. Using strain gages attached to metal components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration.
Typical OEM applications are when strain gages are used inside precision transducers where the magnitude of an applied force is the focus of the measurement.
Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption. Emerging applications for our advanced sensors include industrial and medical robotics, as well as for consumer products.
Using strain gages bonded to metal, composite or other material components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration. Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption.
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Our strategy is to leverage our core technologies and competitive position in both existing and new markets to accelerate our organic growth, as well as to augment that growth by acquiring complementary precision measurement and sensing businesses.
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This strategic shift follows significant investments over the past several years to streamline and improve our operational and functional efficiencies and capabilities, positioning us to pursue fast growing, higher-volume opportunities driven by macro technological and industrial trends.
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We use an operationally diversified strategy and structure to be close to our customers and to leverage our high-level engineering expertise to optimize and enhance the performance of our customers' solutions.
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As part of this change in strategy, on November 4, 2025, we announced the expansion of our senior management team with two newly created executive positions: Chief Business and Product Officer and Chief Operating Officer , both reporting to the Chief Executive Officer.
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We seek to maximize the performance and value of our businesses by leveraging our accumulated experience, methodologies, and expertise in driving operational excellence across our functional areas, as well as in the allocation of capital and investment.
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We believe these roles, along with related organizational changes, will enable us to accelerate growth by leveraging sales and operational capabilities across our business units through increased standardization of business processes, systems, and oversight.
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Nokra’s laser-based measuring systems expand upon our existing KELK measurement and inspection solutions for steel and aluminum rolling mills, as well as for the metal processing industry around the world. Our DSI business specializes in thermal-mechanical simulation systems for metallurgical research.
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We believe that these changes, combined with a company culture that emphasizes business execution, accountability and operational excellence, will lead to the development of higher added value products, faster time to market, and improved customer service, which in turn will contribute to growth in revenue and profitability.
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We require all of our technical, research and development, sales and marketing, and management employees, and most consultants and other advisors to execute confidentiality agreements upon the commencement of employment, or consulting relationships with us.
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Through its Nokra product line, which was acquired on September 30, 2024, KELK develops and sells laser-based systems which measure and inspect geometric features including thickness, shape, and position of various metal products during manufacturing. Our DSI business specializes in thermal-mechanical simulation systems for metallurgical research.
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The implementation of our multi-year ESG plan continues to be on track as evidenced by our actions over the past year, which include the issuance of the first VPG Sustainability Report in October 2024 that details its risks and opportunities, further measurement and progress on material ESG topics during 2022-2023 that culminated in the capture and reporting of Scope 1 and Scope 2 emissions using the latest Greenhouse Gas (GHG) Protocol.
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Our Pacific Instruments business offers a broad range of high performance signal conditioning, data acquisition and control systems, many of which reach customers outside our traditional commercial customer base, such as U.S. government-related customers. Our DTS business provides data acquisition systems and sensors for product safety testing.
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Some of our employees outside the United States are members of trade unions.
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We have quality management systems at all of our major manufacturing facilities approved under the ISO 9001 Quality Management Systems Standard.
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The implementation of our multi-year ESG plan continues to be on track as evidenced by our actions over the past year, which include update of ESG key performance indicators and targets and the issuance of our Corporate Social Responsibility and Involvement Policy, Customer Health and Safety, Product Use and End of Life Policy, and Independent Director Stock Ownership Guidelines and update of our Global Code of Business Conduct and Ethics.
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We have had no employee strikes or work stoppages due to labor disputes and we consider our relationship with employees to be generally good, however, no assurance can be given that labor unrest or strikes will not occur. We continue to support employee’s rights to collective bargaining and other recognized employee interests to organize.
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Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr.
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Before that Mr. Tal was with Vishay Intertechnology where he served six years mainly as Senior Director, Group Controller for Measurement Group’s Divisions. Yair Alcobi is our Chief Business and Products Officer. Mr. Alcobi was appointed by the Board of Directors to such position effective October 30, 2025. In his role Mr.
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Alcobi oversees sales, marketing, product strategy, and business development. Mr. Alcobi brings over 25 years of senior level management experience with both private and public industrial technology businesses to his new role. Mr. Alcobi held significant leadership positions at notable semiconductor test and industrial technology companies. Mr. Alcobi served as CEO at Highcon,2024 to October, 2025.
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From 2022 to 2024 Mr. Alcoby served as CEO at XJet Ltd, before that Mr. Alcobi served as President, PCB Division, KLA from 2018 until 2022. Mr.
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Alcobi holds a BSc in Mechanical Engineering from the Technion – Israel Institute of Technology, and an Executive MBA from Haifa University, as well as having completed executive programs at Stanford Graduate School of Business and the Technion Institute of Management. Rafi Ouzan is our Chief Operating Officer. Mr.
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Ouzan was appointed by the Board of Directors to such position effective October 30, 2025. In his new role Mr. Ouzan is responsible for overseeing and integrating the company’s operations, including quality management and supply chain optimization across all manufacturing sites. Mr.
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Ouzan, served as the Senior Vice President and Division Head of Weighing Solutions at VPG between 2022 to 2025, brings more than 30 years of management experience to this new role. Previously, between 2008 to 2021, Mr. Ouzan served as VPG’s Vice President of the Force Sensors Division. Before that Mr.
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Ouzan was with Vishay Intertechnology where he served as Vice President, Force Sensors Division and held various positions including as Vice President, Operations and Operations Manager, Load Cell Division. Mr. Ouzan holds a bachelor's degree in material engineering and an MBA, each, from Ben-Gurion University.
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The website contains information about us and our operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe believe that it is important that we continue the use of the Vishay name, to a certain extent, in order to benefit from the reputation of the Visha y brand, which was first used in connection with our foil resistors and strain gages when Vishay Intertechnology was founded over 50 years ago.
Biggest changeWe believe that it is important that we continue the use of the Vishay name, to a certain extent, in order to benefit from the reputation of the Visha y brand, which was first used in connection with our foil resistors and strain gages when Vishay Intertechnology was founded over 50 years ago. - 20 - Table of Contents There are risks associated with our use of the Vishay mark, however, because both we, and Vishay Intertechnology, use the Vishay mark, confusion could arise in the market regarding the products offered by the two companies, and there could be a misplaced perception of our continuing to be associated with Vishay Intertechnology.
The failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect - 17 - on our business, financial condition or results of operations.
The failure by us to comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect on our business, financial condition or results of operations.
Any increase or decrease in our valuation allowances could have a significant impact on our financial results. - 18 - We use the mark Vishay under license from Vishay Intertechnology, which could result in product and market confusion . We use the mark Vishay as part of our name and in connection with many of our products.
Any increase or decrease in our valuation allowances could have a significant impact on our financial results. We use the mark Vishay under license from Vishay Intertechnology, which could result in product and market confusion . We use the mark Vishay as part of our name and in connection with many of our products.
Also, the fluctuating nature of key components of our revenues may limit the visibility of our - 15 - management regarding performance in future periods, and make it more difficult for our management to provide guidance to our investors. We may not have adequate manufacturing capacity to satisfy future increases in demand for our products.
Also, the fluctuating nature of key components of our revenues may limit the visibility of our management regarding performance in future periods, and make it more difficult for our management to provide guidance to our investors. We may not have adequate manufacturing capacity to satisfy future increases in demand for our products.
Any restrictions on the export of our products or product lines could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. - 20 - Risks Relating to Our Common Stock The holders of Class B convertible common stock have effective voting control of our company.
Any restrictions on the export of our products or product lines could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. Risks Relating to Our Common Stock The holders of Class B convertible common stock have effective voting control of our company.
Any loss of such information could harm our - 22 - competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches.
Any loss of such information could harm our competitive position, result in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches.
Qualification and specification levels are based in part upon product failure rate. We must continuously perform tests on our products, and for products that are qualified, the results of these tests must be reported to the qualifying organization. Certain of our force sensor products are approved by the NTEP and OIML.
Qualification and specification levels are based in part upon product failure rates. We must continuously perform tests on our products, and for products that are qualified, the results of these tests must be reported to the qualifying organization. Certain of our force sensor products are approved by the NTEP and OIML.
We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises, including the current war. In response to conflict in or around Israel, we could in the future temporarily discontinue production in Israel for the safety of our employees.
We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises, including the recent war. In response to conflict in or around Israel, we could in the future temporarily discontinue production in Israel for the safety of our employees.
Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2024.
Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2025.
For example: • Although we believe we have sufficient liquidity to run our business, under extreme market conditions, there can be no assurance that financing, if needed, would be available or sufficient, and, in such a case, we may not be able to successfully obtain financing on favorable terms, or at all. • Continuing market volatility can exert downward pressure on our stock price, which could make it more difficult or unfavorable for us to raise additional capital in the future. • Economic conditions could result in customers in our markets experiencing financial difficulties, including limited liquidity and their inability to obtain financing or electing to limit spending because of the economy which may result, for example, in customers’ inability to pay us at all or on a timely basis. - 21 - We might require additional capital to support business growth and this capital might not be available.
For example: • Although we believe we have sufficient liquidity to run our business, under extreme market conditions, there can be no assurance that financing, if needed, would be available or sufficient, and, in such a case, we may not be able to successfully obtain financing on favorable terms, or at all. • Continuing market volatility can exert downward pressure on our stock price, which could make it more difficult or unfavorable for us to raise additional capital in the future. • Economic conditions could result in customers in our markets experiencing financial difficulties, including limited liquidity and their inability to obtain financing or electing to limit spending because of the economy which may result, for example, in customers’ inability to pay us at all or on a timely basis.
We generate a significant amount of cash and profits from our non-U.S. subsidiaries. As of December 31, 2024, 94% of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States. Any repatriation of such funds could incur local withholding tax in the source and intervening foreign jurisdictions.
We generate a significant amount of cash and profits from our non-U.S. subsidiaries. As of December 31, 2025, 91% of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States. Any repatriation of such funds could incur local withholding tax in the source and intervening foreign jurisdictions.
As of December 31, 2024, we did not have in place any arrangements to mitigate or hedge against exposures relating to fluctuations in foreign currency exchange rate. A change in the mix of the currencies in which we transact our business could have a material effect on results of operations.
As of December 31, 2025, we did not have in place any arrangements to mitigate or hedge against exposures relating to fluctuations in foreign currency exchange rates. A change in the mix of the currencies in which we transact our business could have a material effect on results of operations.
During the time that the classification is suspended or reduced to a lower level, net revenues and earnings attributable to that product may be adversely affected. Failure to maintain effective internal control over financial reporting could adversely affect our ability to meet our reporting requirements.
During the time that the classification is suspended or reduced to a lower level, net revenues and earnings attributable to that product may be adversely affected. - 18 - Table of Contents Failure to maintain effective internal control over financial reporting could adversely affect our ability to meet our reporting requirements.
Our credit facility requires us to maintain certain financial ratios. If we fail to comply with the covenant restrictions contained in the credit facility, that failure could result in termination of the facility, and all amounts outstanding could become immediately payable. A significant portion of our cash and cash equivalents and short-term investments balances are held by our non-U.S. subsidiaries.
If we fail to comply with the covenant restrictions contained in the credit facility, that failure could result in termination of the facility, and all amounts outstanding could become immediately payable. A significant portion of our cash and cash equivalents and short-term investments balances are held by our non-U.S. subsidiaries.
Such transactions involve a number of risks, including the following: • we may incur substantial costs, including advisory fees and diversion of management attention, in evaluating a potential transaction, whether or not the transaction is consummated; • we may be unable to achieve the anticipated benefits from the transaction; • we may have difficulty integrating the operations, personnel and culture of an acquired business, and may have difficulty retaining the key personnel of the acquired business; • we may have difficulty enforcing restrictive covenants against the seller of the acquired business or former employees or other personnel of the acquired business; - 13 - • we may have difficulty incorporating acquired technologies or products into our existing solutions; • our ongoing business and management's attention may be disrupted or diverted by transition or integration issues, and the complexity of managing geographically and culturally diverse locations; and • we may lose customers of those companies, or may lose our customers due to the change in control or for other reasons.
We also cannot assure that any such transactions that we do complete in the future will be successful. - 14 - Table of Contents Such transactions involve a number of risks, including the following: • we may incur substantial costs, including advisory fees and diversion of management attention, in evaluating a potential transaction, whether or not the transaction is consummated; • we may be unable to achieve the anticipated benefits from the transaction; • we may have difficulty integrating the operations, personnel and culture of an acquired business, and may have difficulty retaining the key personnel of the acquired business; • we may have difficulty enforcing restrictive covenants against the seller of the acquired business or former employees or other personnel of the acquired business; • we may have difficulty incorporating acquired technologies or products into our existing solutions; • our ongoing business and management's attention may be disrupted or diverted by transition or integration issues, and the complexity of managing geographically and culturally diverse locations; and • we may lose customers of those companies, or may lose our customers due to the change in control or for other reasons.
This credit facility subjects us to certain restrictions which may affect, and in some cases significantly limit or prohibit, among other things, our ability to: • borrow additional funds; • pay dividends or make other distributions; • repurchase our common stock; • make investments, including capital expenditures; • engage in transactions with affiliates or subsidiaries; or • create liens on our assets.
This credit facility subjects us to certain restrictions which may affect, and in some cases significantly limit or prohibit, among other things, our ability to: • borrow additional funds; • pay dividends or make other distributions; • repurchase our common stock; • make investments, including capital expenditures; • engage in transactions with affiliates or subsidiaries; or • create liens on our assets. - 19 - Table of Contents Our credit facility requires us to maintain certain financial ratios.
Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son and a member of our Board of Directors) and Ziv Shoshani (Mrs.
Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son) and Ziv Shoshani (Mrs.
The Vishay Precision Group, Inc. 2022 Stock Incentive Program, as may be amended from time to time, provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers, and other employees, advisors and consultants. - 23 - Item 1B. UNRESOLVED STAFF COMMENTS None.
The Vishay Precision Group, Inc. 2022 Stock Incentive Program, as may be amended from time to time, provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers, and other employees, advisors and consultants.
We enter into agreements with our customers and distributors. These agreements contain confidentiality and non-disclosure provisions, a limited warranty covering our products, and indemnification for the customer from infringement actions related to our products.
These agreements contain confidentiality and non-disclosure provisions, a limited warranty covering our products, and indemnification for the customer from infringement actions related to our products.
Any difficulties we encounter with the implementation or successful operation of an ERP system could damage the effectiveness of our business processes and could adversely impact our ability to accurately and effectively forecast and manage sales demand, manage our supply chain, and report management information on an accurate and timely basis, any of which could have a material adverse effect on our business and results of operations.
Any difficulties we encounter with the implementation or successful operation of an ERP system could damage the effectiveness of our business processes and could adversely impact our ability to accurately and effectively forecast and manage sales demand, manage our supply chain, and report management information on an accurate and timely basis, any of which could have a material adverse effect on our business and results of operations. - 15 - Table of Contents Our success is dependent upon our ability to protect our proprietary technology and other intellectual property.
These conditions could have an adverse impact on our ability to manufacture, ship and operate in these regions and, depending on the extent and severity of these conditions, could result in a reduction in - 19 - customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results.
These conditions could have an adverse impact on our ability to manufacture, ship and operate in these regions and, depending on the extent and severity of these conditions, could result in a reduction in customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results. - 21 - Table of Contents We have principal manufacturing facilities and operations located in Israel.
We also may need to record losses for adverse purchase commitments for these materials in periods of declining prices. - 16 - Pursuant to the SEC’s “conflict minerals” rules, reporting companies that determine that certain metals, dubbed “conflict minerals” by the SEC (which include tantalum, gold, tin, and tungsten sourced from the Democratic Republic of the Congo or adjoining countries), are necessary to the functionality or production of a product they manufacture, or contract to have manufactured, must file a specialized disclosure form with the SEC.
Pursuant to the SEC’s “conflict minerals” rules, reporting companies that determine that certain metals, dubbed “conflict minerals” by the SEC (which include tantalum, gold, tin, and tungsten sourced from the Democratic Republic of the Congo or adjoining countries), are necessary to the functionality or production of a product they manufacture, or contract to have manufactured, must file a specialized disclosure form with the SEC.
Our operations routinely involve receiving, storing, processing, and transmitting sensitive information pertaining to our business, customers, suppliers, employees, and other sensitive matters. Any cyber incidents could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers, employees or other persons; and jeopardize the security of our facilities.
Any cyber incidents could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers, employees or other persons; and jeopardize the security of our facilities.
Our success is dependent upon our ability to protect our proprietary technology and other intellectual property. We rely on a combination of the protections provided by applicable patent, trademark, copyright, and trade secret laws, as well as on confidentiality procedures and other contractual arrangements, to establish and protect our rights in our technology, and related materials and information.
We rely on a combination of the protections provided by applicable patent, trademark, copyright, and trade secret laws, as well as on confidentiality procedures and other contractual arrangements, to establish and protect our rights in our technology, and related materials and information. We enter into agreements with our customers and distributors.
Our measurement systems combine sophisticated electronic hardware and computer software. We believe that the sophistication of our systems contributes to their competitive advantage over similar products offered by other system integrators. We go to substantial lengths to assure that our systems are free of design flaws when they are delivered to our customers for installation and testing.
We believe that the sophistication of our systems contributes to their competitive advantage over similar products offered by other system integrators. We go to substantial lengths to assure that our systems are free of design flaws when they are delivered to our customers for installation and testing. However, due to the systems’ complexity, design flaws may occur and require correction.
Additionally, if the types of information that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our implementations of AI.
Additionally, if the types of information that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.
Any such improper actions could damage our reputation and subject us to civil or criminal investigation in the United States and in other jurisdictions, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees.
Any such improper actions could damage our reputation and subject us to civil or criminal investigation in the United States and in other jurisdictions, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees. - 22 - Table of Contents Our business and results of operations may be materially adversely affected by compliance with import and export laws.
A number of countries in which we manufacture or do business in are identified in the report as being on the Priority Watch List, such as China and India, or the Watch List, such as Canada and Mexico.
A number of countries in which we manufacture or do business in are identified in the report as being on the Priority Watch List, such as China and India, or the Watch List, such as Canada and Mexico. Among the concerns reported were trade secret theft, online piracy and counterfeiting, technology transfer requirements, and inadequate intellectual property protections and enforcement.
Depending on the extent of the difference between market price and our carrying cost, this write-down could have a material adverse effect on our net earnings.
Depending on the extent of the difference between market price and our carrying cost, this write-down could have a material adverse effect on our net earnings. We also may need to record losses for adverse purchase commitments for these materials in periods of declining prices.
Therefore, we cannot be certain that the amount of our backlog accurately forecasts the level of orders that will ultimately be delivered. Our results of operations could be adversely impacted if customers cancel a material portion of orders in our backlog. The complexity of our sophisticated measurement systems may require costly corrections if design flaws are found .
Our results of operations could be adversely impacted if customers cancel a material portion of orders in our backlog. - 17 - Table of Contents The complexity of our sophisticated measurement systems may require costly corrections if design flaws are found . Our measurement systems combine sophisticated electronic hardware and computer software.
The market for personnel with such qualifications is highly competitive. We have not entered into employment or non-competition agreements with many of our key personnel. The loss of the services of, or the failure to effectively recruit, qualified personnel, including for key executive positions, could have a material adverse effect on our business.
The market for personnel with such qualifications is highly competitive. We have not entered into employment or non-competition agreements with many of our key personnel.
Unexpected events, such as a natural disaster, could disrupt our operations and adversely affect our results of operations. We have manufacturing and other facilities in countries around the world.
The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our implementations of AI. - 25 - Table of Contents Unexpected events, such as a natural disaster, could disrupt our operations and adversely affect our results of operations. We have manufacturing and other facilities in countries around the world.
To do so, we must often expend significant financial and human resources to develop technologically compelling products or systems with no guarantee that they will be adopted by our customers. The non-recurring engineering (“NRE”) costs for product development in these cases could be substantial, and may adversely affect our profitability if we are unable to recover these costs.
To do so, we must often expend significant financial and human resources to develop technologically compelling products or systems with no guarantee that they will be adopted by our customers.
These provisions could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring, or preventing a change of control transaction that might involve a premium price or otherwise be considered favorable by our stockholders.
These provisions could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring, or preventing a change of control transaction that might involve a premium price or otherwise be considered favorable by our stockholders. - 23 - Table of Contents General Risk Factors Difficult and volatile conditions in the capital, credit and commodities markets and in the overall economy could adversely affect our financial position, results of operations and cash flows.
We are exposed to, and may be adversely affected by, interruptions to our computer and information technology systems and sophisticated cyber-attacks. We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third party service providers and are not under our direct control.
We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third party service providers and are not under our direct control. Our operations routinely involve receiving, storing, processing, and transmitting sensitive information pertaining to our business, customers, suppliers, employees, and other sensitive matters.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, terrorist organizations and other militant groups, including the current war between Israel and Hamas.
Accordingly, our business is directly influenced by the political, economic and military conditions affecting Israel at any given time. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, terrorist organizations and other militant groups.
We seek to protect trade secrets and our other proprietary technology, in part, by requiring each of our employees to enter into non-disclosure and IP assignment agreements.
The success of our business is highly dependent on maintenance of intellectual property rights. The unauthorized use of our IP rights may increase the cost of protecting these rights or reduce our revenues. We seek to protect trade secrets and our other proprietary technology, in part, by requiring each of our employees to enter into non-disclosure and IP assignment agreements.
Also, customers will often require a lengthy period of on-site testing before committing to purchase a product or system, during which period we will not receive material revenue from the customer.
The non-recurring engineering (“NRE”) costs for product development in these cases could be substantial, and may adversely affect our profitability if we are unable to recover these costs. - 16 - Table of Contents Also, customers will often require a lengthy period of on-site testing before committing to purchase a product or system, during which period we will not receive material revenue from the customer.
Among the concerns reported were trade secret theft, online piracy and counterfeiting, technology transfer requirements, and inadequate intellectual property protections and - 14 - enforcement. The absence of harmonized intellectual property protection laws and effective enforcement makes it difficult to ensure consistent respect for patent, trade secret, and other intellectual property rights on a worldwide basis.
The absence of harmonized intellectual property protection laws and effective enforcement makes it difficult to ensure consistent respect for patent, trade secret, and other intellectual property rights on a worldwide basis. As a result, it is possible that we will not be able to enforce our rights against third parties that misappropriate our proprietary technology in those countries.
The intensity and duration of Israel’s current war against Hamas are difficult to predict as are such war’s implications on our operations and on the global economy. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition.
We could also face future production slowdowns or interruptions at either of our manufacturing locations in Israel due to the impacts of conflicts. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition.
Removed
We also cannot assure that any such transactions that we do complete in the future will be successful.
Added
Therefore, we cannot be certain that the amount of our backlog accurately forecasts the level of orders that will ultimately be delivered.
Removed
As a result, it is possible that we will not be able to enforce our rights against third parties that misappropriate our proprietary technology in those countries. The success of our business is highly dependent on maintenance of intellectual property rights. The unauthorized use of our IP rights may increase the cost of protecting these rights or reduce our revenues.
Added
To the extent practicable, we maintain contingency plans to mitigate the impact on our Israel-based operations and to maintain the safety of our employees which may result from military or political conflicts. These include adjusting production schedules, shipping inventories to our locations and warehouses in other geographies, providing transportation and other resources to employees, and utilizing our other operations.
Removed
However, due to the systems’ complexity, design flaws may occur and require correction.
Added
We might require additional capital to support business growth and this capital might not be available.
Removed
There are risks associated with our use of the Vishay mark, however, because both we, and Vishay Intertechnology, use the Vishay mark, confusion could arise in the market regarding the products offered by the two companies, and there could be a misplaced perception of our continuing to be associated with Vishay Intertechnology.
Added
The loss of the services of, or the failure to effectively recruit, qualified personnel, including for key executive positions, could have a material adverse effect on our business. - 24 - Table of Contents We are exposed to, and may be adversely affected by, interruptions to our computer and information technology systems and sophisticated cyber-attacks.
Removed
We have principal manufacturing facilities and operations located in Israel. Accordingly, our business is directly influenced by the political, economic and military conditions affecting Israel at any given time.
Removed
We could also face future production slowdowns or interruptions at either of our manufacturing locations in Israel due to the impacts of conflicts, such as the war between Israel and Hamas, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.
Removed
Our business and results of operations may be materially adversely affected by compliance with import and export laws.
Removed
General Risk Factors Difficult and volatile conditions in the capital, credit and commodities markets and in the overall economy could adversely affect our financial position, results of operations and cash flows.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
Item 1C. CYBERSECURITY The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, suppliers, business partners, employees and investors with respect to cybersecurity matters.
Added
Item 1C. Cybersecurity 27 Item 2. Properties 29 Item 3. Legal Proceedings 29 Item 4. Mine Safety Disclosures 29 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 30 Item 6. [Reserved] 31
Removed
The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology.
Removed
In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing, assessing, managing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Removed
Risk Management and Strategy As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: • Governance : As discussed in more detail under the heading “Corporate Governance and Oversight,” the Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board (the “Audit Committee”), which regularly interacts with and receives reports from the Company’s ERM function, the Vice President of IT and Digital, the Company’s Chief Information Security Officer (“CISO”), and other members of management. • Collaborative Approach : The Company has integrated cybersecurity risk management into its broader risk management framework to promote a Company-wide culture of cybersecurity risk management.
Removed
To that end, the Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence . • Incident Response: The Company has established and maintains a comprehensive incident response plan that fully address the Company’s response to a cybersecurity incident, and this plan is tested and evaluated on a regular basis. • Third-Party Risk Management : The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Removed
The Company conducts security assessments of all of its electronic information-related third-party service providers before the Company engages them, and the Company maintains policies and procedures to oversee and identify cybersecurity risks associated with its use of third-party service providers. • Education and Awareness: The Company provides regular, mandatory training for the Company's personnel regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.
Removed
The Company engages in the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, threat modeling, penetration and vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.
Removed
The Company regularly engages third parties, including consultants and outside monitoring agencies, to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Removed
The results of such assessments, audits and reviews are reported to the Audit Committee during management’s annual update to the Audit Committee and the Board, and the Company updates and adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. - 24 - Management’s Role in Managing Risk The Vice President of IT and Digital, along with the CISO, have developed a strategy and multi-year plan for cybersecurity and regularly update it based on evolving technology trends.
Removed
The Audit Committee reviews the Company’s information security program, including cybersecurity controls, annually (and/or if and when a significant event occurs as defined by its Incident Management policy). The Audit Committee updates the Board annually and upon request of the Board as detailed under the Corporate Governance and Oversight Section .
Removed
Our Vice President of IT and Digital, holds a Bachelor of Science in Computer Science and brings a wealth of experience from managing IT organizations in large, publicly traded companies, in addition to a distinguished background of service in the Israeli army, where she was responsible for managing classified information.
Removed
Our CISO has an impressive 20-plus years in the field of cybersecurity, underpinned by a Bachelor's degree specializing in Knowledge and Information Management.
Removed
Our CISO's extensive experience includes a period of 12 years during which he was employed by the Government of Israel, where he managed classified information systems and teams, a role that demands the highest levels of diligence and expertise in information security.
Removed
Through third-party service providers and attendance at seminars, the Vice President of IT and Digital and CISO are regularly informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition enhances our processes to identify, prevent, mitigate and remediate of cybersecurity threats and cybersecurity incidents.
Removed
Together, our Vice President of IT and Digital and CISO lead a dynamic, cross-functional team that includes relevant stakeholders from all Company divisions. This team plays a pivotal role in raising cybersecurity awareness throughout the Company, ensuring that every employee is informed and cautious about potential cyber threats.
Removed
They are committed to keeping our Company's management and Board regularly informed on cybersecurity matters, ensuring transparency and proactive management of digital risks. Additionally, they actively collaborate with division managers, participating in divisional management meetings to identify and protect sensitive information.
Removed
Their involvement at this level ensures that cybersecurity is integrated into every aspect of our operations, aligning with our broader strategic objectives.
Removed
To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and, to the best of our knowledge, are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
Removed
Corporate Governance and Oversight The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of directors who have diverse qualifications and experiences.
Removed
Significant cybersecurity matters, and strategic risk management decisions are escalated to the Audit Committee and, as appropriate, the Board, ensuring that such bodies maintain comprehensive oversight and can provide guidance on critical cybersecurity issues.
Removed
The Audit Committee regularly reports to the Board regarding the Audit Committee’s oversight of cybersecurity matters, such as the periodic assessment and testing of the Company’s policies, standards, processes and practices and the risks identified in such assessment and testing.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur corporate headquarters are located at 3 Great Valley Parkway, Suite 150, Malvern, PA 19355. - 25 - In the opinion of management, our properties and equipment generally are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing leases as they expire, or in finding alternative facilities.
Biggest changeOur corporate headquarters are located at 851 Duportail Road, 2nd Floor, Chesterbrook, PA 19087. In the opinion of management, our properties and equipment generally are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing leases as they expire, or in finding alternative facilities.
Item 2. PROPERTIES As of December 31, 2024, our major facilities consisted of: Approx. Available Space (square feet) United States Other Countries Total Owned facilities 226,000 471,150 697,150 Leased facilities 73,000 287,792 360,792 Total facilities 299,000 758,942 1,057,942 Our leased facility in Modi'in Israel represents approximately 42% of the total leased square footage in Other Countries.
Item 2. PROPERTIES As of December 31, 2025, our major facilities consisted of: Approx. Available Space (square feet) United States Other Countries Total Owned facilities 169,000 498,000 667,000 Leased facilities 142,000 287,000 429,000 Total facilities 311,000 785,000 1,096,000 Our leased facility in Modi'in Israel represents approximately 33% of the total leased square footage in Other Countries.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. LEGAL PROCEEDINGS The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business. The Company believes that the foregoing matters will not have a material adverse effect on the Company’s business or its financial condition, results of operations, or cash flows. Item 4.
Biggest changeItem 3. LEGAL PROCEEDINGS The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business. The Company believes that the foregoing matters will not have a material adverse effect on the Company’s business or its financial condition, results of operations, or cash flows.
Removed
MINE SAFETY DISCLOSURES Not applicable. - 26 - PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRuta Zandman's nephew, our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2024. The following table provides information about repurchases of the Company's common stock during the twelve-month period ended December 31, 2024.
Biggest changeRuta Zandman's nephew, our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2025. - 30 - Table of Contents Stock Performance Graph The graph and table below compare the cumulative total stockholder return on the Company’s common stock over a five year period, with the returns on the Russell 2000 Stock Index, and a peer group of companies selected by our management.
The return of each new peer issuer has been weighted according to the respective issuer’s stock market capitalization. The graph and table assume that $100 had been invested at December 31, 2019, and that all dividends were reinvested. The graph and table are not necessarily indicative of future investment performance. 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Vishay Precision Group, Inc.
The return of each new peer issuer has been weighted according to the respective issuer’s stock market capitalization. The graph and table assume that $100 had been invested at December 31, 2020, and that all dividends were reinvested. The graph and table are not necessarily indicative of future investment performance. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Vishay Precision Group, Inc.
At February 25, 2025, we had outstanding 1,022,887 shares of Class B convertible common stock, par value $0.10 per share. Currently, the holders of VPG’s Class B convertible common stock hold approximately 45.5% of the voting power of our Company. Mrs. Ruta Zandman, the widow of the late founder of our technology, Dr.
At February 26, 2026, we had outstanding 1,022,887 shares of Class B convertible common stock, par value $0.10 per share. Currently, the holders of VPG’s Class B convertible common stock hold approximately 45.5% of the voting power of our Company. Mrs. Ruta Zandman, the widow of the late founder of our technology, Dr.
Stock dividends or distributions, on any class of stock, are payable only in shares of stock of that class. Shares of either common stock or Class B convertible common stock cannot be split, divided, or combined unless the other is also split, divided, or combined equally. Holders of record of our common stock totaled approximately 676 at February 25, 2025.
Stock dividends or distributions, on any class of stock, are payable only in shares of stock of that class. Shares of either common stock or Class B convertible common stock cannot be split, divided, or combined unless the other is also split, divided, or combined equally. Holders of record of our common stock totaled approximately 676 at February 26, 2026.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange under the symbol VPG.
Item 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange under the symbol VPG.
Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son and a member of our Board of Directors) and Ziv Shoshani (Mrs.
Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son) and Ziv Shoshani (Mrs.
Removed
Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans (a) January 1, 2024 to March 30, 2024 84,765 $ 32.50 84,765 241,609 March 31, 2024 - June 29, 2024 96,710 $ 32.39 96,710 144,899 June 30, 2024 - September 28, 2024 63,227 $ 30.50 63,227 — September 29, 2024 - December 31, 2024 — $ — — — Total 244,702 244,702 (a) On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”).
Added
Cumulative $ 100.00 117.92 122.76 108.20 74.53 122.24 Russell 2000 Index Cumulative $ 100.00 114.82 91.35 106.82 119.14 134.40 Peer Group Cumulative $ 100.00 112.20 89.34 110.83 98.45 144.63 * The management selected peer group includes: CTS Corp., Luna Innovations Inc., inTEST Corporation, Kyowa, Spectris plc, TT Electronics plc, FARO Technologies Inc., ESCO Technologies Inc. * Faro Technologies Inc.’s common stock was delisted from Nasdaq on July 21, 2025 following its acquisition by AMETEK Inc., and Spectris plc shares were delisted on December 5, 2025 from the London Stock Exchange following its acquisition by KKR.
Removed
The Stock Repurchase Plan was originally set to expire on August 11, 2023, and the Board authorized purchases thereunder to be made through an issuer repurchase plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), open market purchases or private transactions, in accordance with the applicable federal securities laws, including Rule 10b-18 under the Exchange Act.
Added
We have included them in the graph up to their respective last trading day.
Removed
On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024. The Stock Repurchase Plan expired in accordance with its terms on August 9, 2024.
Removed
From August 8, 2022 to August 9, 2024, the Company had repurchased an aggregate of 518,328 shares under the Stock Repurchase. - 27 - Stock Performance Graph The graph and table below compare the cumulative total stockholder return on the Company’s common stock over a five year period, with the returns on the Russell 2000 Stock Index, and a peer group of companies selected by our management.
Removed
Cumulative $ 100.00 92.59 109.18 113.66 100.18 69.00 Russell 2000 Index Cumulative $ 100.00 119.96 137.74 109.58 128.14 142.92 Peer Group Cumulative $ 100.00 106.68 119.69 95.30 118.23 105.02 *The management selected peer group includes: CTS Corp., Luna Innovations Inc., inTEST Corporation, Kyowa, Spectris plc, TT Electronics plc, FARO Technologies Inc., ESCO Technologies Inc.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCommodity Price Risk Although most materials incorporated in our products are available from a number of sources, certain materials are available only from a relatively limited number of suppliers. Some of the most highly specialized materials for our sensors are sourced from a single vendor. We maintain a safety stock inventory of certain critical materials at our facilities.
Biggest changeSome of the most highly specialized materials for our sensors are sourced from a single vendor. We maintain a safety stock inventory of certain critical materials at our facilities. Certain metals used in the manufacture of our products are traded on active markets, and can be subject to significant price volatility.
We have performed a sensitivity analysis as of December 31, 2024 and 2023, respectively, using a model that measures the change in the values arising from a hypothetical 10% adverse movement in foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
We have performed a sensitivity analysis as of December 31, 2025 and 2024, respectively, using a model that measures the change in the values arising from a hypothetical 10% adverse movement in foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.
Based on the debt and cash positions at December 31, 2024 and 2023, we would expect a 50 basis point increase or decrease in interest rates to increase or decrease our annualized net earnings by $0.2 million and $0.2 million in 2024 and 2023, respectively. See Note 8 to our consolidated financial statements for additional information about our long-term debt.
Based on the debt and cash positions at December 31, 2025 and 2024, we would expect a 50 basis point increase or decrease in interest rates to increase or decrease our annualized net earnings by $0.2 million and $0.2 million in 2025 and 2024, respectively. See Note 7 to our consolidated financial statements for additional information about our long-term debt.
The foreign currency exchange rates we used were based on market rates in effect at December 31, 2024 and 2023, respectively.
The foreign currency exchange rates we used were based on market rates in effect at December 31, 2025 and 2024, respectively.
Interest payable on the facility is based upon a floating rate plus a specified margin, as described in Item 7. “Financial Condition, Liquidity, and Capital - 43 - Resources” in this Annual Report on Form 10-K. At December 31, 2024, we had $32.0 million of borrowings outstanding under the revolving credit facility.
Interest payable on the facility is based upon a floating rate plus a specified margin, as described in Item 7. “Financial Condition, Liquidity, and Capital Resources” in this Annual Report on Form 10-K. At December 31, 2025, we had $21.0 million of borrowings outstanding under the revolving credit facility.
We estimate that a 10% increase or decrease in the costs of raw materials subject to commodity price risk would decrease or increase our net earnings by $1.0 million and $1.2 million for the years ended December 31, 2024 and December 31, 2023, respectively, assuming that such changes in our costs have no impact on the selling prices of our products, and that we have no pending commitments to purchase metals at fixed prices. - 44 - Item 8.
We estimate that a 10% increase or decrease in the costs of raw materials subject to commodity price risk would decrease or increase our net earnings by $1.1 million and $1.0 million for the years ended December 31, 2025 and December 31, 2024, respectively, assuming that such changes in our costs have no impact on the selling prices of our products, and that we have no pending commitments to purchase metals at fixed prices.
The sensitivity analysis indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would impact our net earnings by approximately $4.1 million and $3.7 million for the years ended December 31, 2024 and December 31, 2023, respectively, although individual line items in our consolidated statements of operations could be materially affected.
The sensitivity analysis indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would impact our net earnings by approximately $2.9 million and $4.1 million for the years ended December 31, 2025 and December 31, 2024, respectively, although individual line items in our consolidated statements of operations could be materially affected.
At December 31, 2024, we had $79.3 million of cash and cash equivalents, which accrue interest at various variable rates.
At December 31, 2025, we had $87.4 million of cash and cash equivalents, which accrue interest at various variable rates.
Certain metals used in the manufacture of our products are traded on active markets, and can be subject to significant price volatility. Our results of operations may be materially and adversely affected if we have difficulty obtaining these raw materials, the quality of available raw materials deteriorates, or there are significant price changes for these raw materials.
Our results of operations may be materially and adversely affected if we have difficulty obtaining these raw materials, the quality of available raw materials deteriorates, or there are significant price changes for these raw materials.
Furthermore, the timing of cash receipts and disbursements could result in materially different actual results versus the hypothetical 10% movement in the value of the U.S. dollar, particularly if there are significant changes in exchange rates in a short period of time.
Furthermore, the timing of cash receipts and disbursements could result in materially different actual results versus the hypothetical 10% movement in the value of the U.S. dollar, particularly if there are significant changes in exchange rates in a short period of time. - 48 - Table of Contents Commodity Price Risk Although most materials incorporated in our products are available from a number of sources, certain materials are available only from a relatively limited number of suppliers.
Removed
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements required by this Item are included herein, commencing on page F-1 of this report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

Other VPG 10-K year-over-year comparisons