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VISHAY INTERTECHNOLOGY INC

VISHAY INTERTECHNOLOGY INCVSH财报

NYSE · 信息技术 · 电子元件及配件

Vishay Intertechnology, Inc. is an American manufacturer of discrete semiconductors and passive electronic components founded by Polish-born businessman Felix Zandman. Vishay has manufacturing plants in Israel, Asia, Europe, and the Americas where it produces rectifiers, diodes, MOSFETs, optoelectronics, selected integrated circuits, resistors, capacitors, and inductors. Vishay Intertechnology revenues for 2024 were $2.9 billion. At the end of 2024, Vishay had approximately 22,700 full-time e...

What changed in VISHAY INTERTECHNOLOGY INC's 10-K — 2024 vs 2025

Top changes in VISHAY INTERTECHNOLOGY INC's 2025 10-K

254 paragraphs added · 267 removed · 207 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Our primary competitors by product type include: • MOSFETs: Infineon, ON Semiconductor, Renesas, STMicroelectronics, Toshiba. • Diodes: Diodes Inc., Nexperia, ON Semiconductor, Rohm, STMicroelectronics. • Optoelectronic Components: Broadcom, ON Semiconductor, Renesas, Toshiba. • Resistors: Bourns, KOA, Murata, Panasonic, Rohm, TDK-EPCOS, Yageo. • Inductors: Bourns, Cyntec, Murata, Panasonic, Taiyo Yuden, TDK-EPCOS, Yageo. • Capacitors: Kyocera, Murata, Nichicon, Panasonic, Taiyo Yuden, TDK-EPCOS, Yageo.
Our primary competitors by product type include: • MOSFETs: Infineon, Nexperia, ON Semiconductor, Renesas, STMicroelectronics, Toshiba. • Diodes: Diodes Inc., Nexperia, ON Semiconductor, Rohm, STMicroelectronics. • Optoelectronic Components: Broadcom, ON Semiconductor, Renesas, Toshiba. • Resistors: Bourns, KOA, Murata, Panasonic, Rohm, TDK-EPCOS, Yageo. • Inductors: Bourns, Cyntec, Murata, Panasonic, Taiyo Yuden, TDK-EPCOS, Yageo. • Capacitors: Kyocera, Murata, Nichicon, Panasonic, Taiyo Yuden, TDK-EPCOS, Yageo.
Our passive components are used to restrict current flow, suppress voltage increases, store and discharge energy, control alternating current (“AC”) and voltage, filter out unwanted electrical signals, and perform other functions. The Vishay Story For over six decades we have been building what we call The DNA of tech. TM The Vishay journey began with one man, the late Dr.
Our passive components are used to restrict current flow, suppress voltage increases, store and discharge energy, control alternating current (“AC”) and voltage, filter out unwanted electrical signals, and perform other functions. The Vishay Story For over six decades we have been building what we call The DNA of tech. ® The Vishay journey began with one man, the late Dr.
We believe our strong cash position and available revolving credit facility provide financial strength and flexibility and reduce our exposure to future economic uncertainties. 5 Our Key Challenges Economic Environment Our business and operating results have been and will continue to be impacted by the global economy and the local economies in which our customers operate.
We believe our cash position and available revolving credit facility provide financial strength and flexibility and reduce our exposure to future economic uncertainties. 5 Our Key Challenges Economic Environment Our business and operating results have been and will continue to be impacted by the global economy and the local economies in which our customers operate.
To view the reports, access ir.vishay.com and click on “SEC Filings.” The following corporate governance related documents are also available on our website: • Corporate Governance Principles • Code of Business Conduct and Ethics • Code of Ethics for Financial Officers • Audit Committee Charter • Nominating and Corporate Governance Committee Charter • Compensation Committee Charter • Amended and Restated Executive Stock Ownership Guidelines • Director Stock Ownership Guidelines • Clawback Policy • Hedging-Pledging Policy • Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors • Related Party Transactions Policy To view these documents, access ir.vishay.com and click on “Corporate Governance.” Any of the above documents can also be obtained in print by any stockholder upon request to our Investor Relations Department at the following address: Corporate Investor Relations Vishay Intertechnology, Inc. 63 Lancaster Avenue Malvern, PA 19355-2143 15
The following corporate governance related documents are also available on our website: • Corporate Governance Principles • Code of Business Conduct and Ethics • Code of Ethics for Financial Officers • Audit Committee Charter • Nominating and Corporate Governance Committee Charter • Compensation Committee Charter • Amended and Restated Executive Stock Ownership Guidelines • Director Stock Ownership Guidelines • Clawback Policy • Hedging-Pledging Policy • Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors • Related Party Transactions Policy To view these documents, access ir.vishay.com and click on “Corporate Governance.” Any of the above documents can also be obtained in print by any stockholder upon request to our Investor Relations Department at the following address: Corporate Investor Relations Vishay Intertechnology, Inc. 63 Lancaster Avenue Malvern, PA 19355-2143 15
From discrete semiconductors to passive components; from the smallest diode to the most powerful capacitor, Vishay manufactures a breadth of products which we call The DNA of tech.™ Through R&D, manufacturing, engineering, quality, sales and marketing, we generate a variety of components that support inventors and innovators creating new generations of products spanning many sectors: automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical.
From discrete semiconductors to passive components; from the smallest diode to the most powerful capacitor, Vishay manufactures a breadth of products which we call The DNA of tech. ® Through R&D, manufacturing, engineering, quality, sales and marketing, we generate a variety of components that support inventors and innovators creating new generations of products spanning many sectors: automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare.
Products for certain end-use markets, particularly the automotive market, tend to have longer product life cycles, which may impact these metrics. Approximately 30% of our annual revenues are generated by products that were developed in the previous five years. Product Segments Our products can be divided into two general classes: semiconductors and passive components.
Products for certain end-use markets, particularly the automotive market, tend to have longer product life cycles, which may impact these metrics. Approximately 25% of our annual revenues are generated by products that were developed in the previous five years. Product Segments Our products can be divided into two general classes: semiconductors and passive components.
We are a market leader with a strong technology base, many specialty products, and strong name recognition (such as our IHLP® and HiRel Systems brands). We focus on higher value markets in specialized industries, such as the industrial, automotive, military, and medical end markets. Inductor applications include controlling AC current and voltage, filtering out unwanted electrical signals, and energy storage.
We are a market leader with a strong technology base, many specialty products, and strong name recognition (such as our IHLP® and HiRel Systems brands). We focus on higher value markets in specialized industries, such as the industrial, automotive, military, and healthcare end markets. Inductor applications include controlling AC current and voltage, filtering out unwanted electrical signals, and energy storage.
Approximately 40% of our annual Optoelectronic Components segment revenues were generated by products that were developed in the previous five years. 9 Passive Components Our passive components include resistors, inductors, and capacitors. Passive components are used to store electrical charges, to limit or resist electrical current, and to help in filtering, surge suppression, measurement, timing, and tuning applications.
Approximately 35% of our annual Optoelectronic Components segment revenues were generated by products that were developed in the previous five years. 9 Passive Components Our passive components include resistors, inductors, and capacitors. Passive components are used to store electrical charges, to limit or resist electrical current, and to help in filtering, surge suppression, measurement, timing, and tuning applications.
Uses include switch-mode power supplies, consumer electronics, telecommunications equipment, solar inverters, and industrial systems. Our IR data transceiver modules are used for short range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home medical appliances, mobile phones, industrial data loggers, and metering.
Uses include switch-mode power supplies, consumer electronics, telecommunications equipment, solar inverters, and industrial systems. Our IR data transceiver modules are used for short range, two-way, high-speed, and secure wireless data transfer between electronic devices such as home healthcare appliances, mobile phones, industrial data loggers, and metering.
Item 1. BUSINESS Our Business Vishay Intertechnology, Inc. (“Vishay,” the “Company,” “we,” “us,” or “our”) manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that support innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.
Item 1. BUSINESS Our Business Vishay Intertechnology, Inc. (“Vishay,” the “Company,” “we,” “us,” or “our”) manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that support innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare markets.
Our components today are smaller, faster, and more reliable than in the past, helping our customers to be more inventive and evolve their businesses. Our components are used by virtually all major manufacturers of electronic products worldwide in the automotive, industrial, computing, consumer, telecommunications, military and aerospace, and medical markets.
Our components today are smaller, faster, and more reliable than in the past, helping our customers to be more inventive and evolve their businesses. Our components are used by virtually all major manufacturers of electronic products worldwide in the automotive, industrial, computing, consumer, telecommunications, military and aerospace, and healthcare markets.
Human Capital As a global company, we collaborate internationally and celebrate the diversity of our local cultures. Employees are encouraged to bring their unique perspectives, help identify opportunities to collaborate, and open themselves to the career development that comes from learning from others. As of December 31, 2024, we employed approximately 22,700 full time employees worldwide.
Human Capital As a global company, we collaborate internationally and celebrate the diversity of our local cultures. Employees are encouraged to bring their unique perspectives, help identify opportunities to collaborate, and open themselves to the career development that comes from learning from others. As of December 31, 2025, we employed approximately 22,600 full time employees worldwide.
Custom products comprised 16% of our annual MOSFETs segment revenues. Approximately 35% of our annual MOSFETs segment revenues were generated by products that were developed in the previous five years. Diodes Segment Diodes route, regulate, and block radio frequency, analog, and power signals; protect systems from surges or electrostatic discharge damage; or provide electromagnetic interference filtering.
Custom products comprised 17% of our annual MOSFETs segment revenues. Approximately 30% of our annual MOSFETs segment revenues were generated by products that were developed in the previous five years. Diodes Segment Diodes route, regulate, and block radio frequency, analog, and power signals; protect systems from surges or electrostatic discharge damage; or provide electromagnetic interference filtering.
We aim to use this broad portfolio to increase opportunities to have our components selected and “designed in” to new end products. We consider any product which is completely interchangeable with a competitor’s product to be a “commodity product.” Commodity products serve many markets. For 2024, commodity products comprised 27% of our revenues.
We aim to use this broad portfolio to increase opportunities to have our components selected and “designed in” to new end products. We consider any product which is completely interchangeable with a competitor’s product to be a “commodity product.” Commodity products serve many markets. For 2025, commodity products comprised 26% of our revenues.
Usually, a custom product is designed for a specific customer, and such part number is sold to only that customer. For 2024, custom products comprised 24% of our revenues. We evaluate our level of product innovation by measuring how much of our revenue is derived from products developed in the previous five years.
Usually, a custom product is designed for a specific customer, and such part number is sold to only that customer. For 2025, custom products comprised 26% of our revenues. We evaluate our level of product innovation by measuring how much of our revenue is derived from products developed in the previous five years.
With selected customers, we have signed longer term (greater than one year) contracts for specific products. Net revenues from our top 30 customers represent approximately 72% of our total net revenues. No single customer comprised more than 10% of our total net revenues for 2024. In certain areas we also work with sales representatives.
With selected customers, we have signed longer term (greater than one year) contracts for specific products. Net revenues from our top 30 customers represent approximately 74% of our total net revenues. No single customer comprised more than 10% of our total net revenues for 2025. In certain areas we also work with sales representatives.
We consider products that generally are produced by a small number of competitors who have similar, but not exact, products to be "certified" products. Certified products typically have a qualification and serve a particular end-use market. For 2024, certified products comprised 49% of our revenues. We also sell several custom products.
We consider products that generally are produced by a small number of competitors who have similar, but not exact, products to be "certified" products. Certified products typically have a qualification and serve a particular end-use market. For 2025, certified products comprised 48% of our revenues. We also sell several custom products.
Reflecting our global business, our executive management team and many leadership positions are dispersed throughout the world. 13 Employees by location are summarized as follows: United States 2,200 People’s Republic of China 6,900 Germany 2,300 Israel 2,000 Taiwan 1,900 Czech Republic 1,200 India 1,100 Other Europe 2,000 Other Americas 1,300 Other Asia 1,800 Total 22,700 Many of our employees outside the United States are members of workers councils or unions or otherwise subject to collective bargaining agreements.
Reflecting our global business, many leadership positions are dispersed throughout the world. 13 Employees by location are summarized as follows: United States 2,100 People’s Republic of China 6,900 Germany 2,300 Israel 2,000 Taiwan 1,900 Czech Republic 1,200 India 1,200 Other Europe 2,000 Other Americas 1,300 Other Asia 1,700 Total 22,600 Many of our employees outside the United States are members of workers councils or unions or otherwise subject to collective bargaining agreements.
These projects include the Newport wafer fab; a new site in Mexico for power inductors and non-linear resistors; a resistor manufacturing expansion in Mexico; expanded 8" diode manufacturing in Taiwan and Turin, Italy; and the new MOSFET 12” fab in Itzehoe, Germany.
These projects include the Newport wafer fab; a new site in Mexico for power inductors and non-linear resistors; a resistor manufacturing expansion in Mexico; expanded 8" diode manufacturing in Taiwan and Turin, Italy; and a 12-inch wafer fab in Itzehoe, Germany.
Approximately 35% of our annual Capacitors segment revenues were generated by products that were developed in the previous five years. 10 Military Qualifications We have qualified certain of our products under various military specifications approved and monitored by United States government agencies, and under certain European military specifications.
Custom products comprised 34% of our annual Capacitors segment revenues. Approximately 30% of our annual Capacitors segment revenues were generated by products that were developed in the previous five years. 10 Military Qualifications We have qualified certain of our products under various military specifications approved and monitored by United States government agencies, and under certain European military specifications.
Felix Zandman and we continue to emphasize technological innovation as a driver of growth. Many of our products and manufacturing techniques, technologies, and packaging methods have been invented, designed, and developed by Dr. Zandman, our engineers, and our scientists.
We were founded based on the inventions of Dr. Felix Zandman and we continue to emphasize technological innovation as a driver of growth. Many of our products and manufacturing techniques, technologies, and packaging methods have been invented, designed, and developed by Dr. Zandman, our engineers, and our scientists.
These resistors feature very low resistance and are used to measure changes in current flow (current sensing) or divert current flow (shunting). In 2024, commodity products comprised 16% of our annual Resistors segment revenues. Certified products comprised 52% of our annual Resistors segment revenues. Custom products comprised 32% of our annual Resistors segment revenues.
These resistors feature very low resistance and are used to measure changes in current flow (current sensing) or divert current flow (shunting). In 2025, commodity products comprised 17% of our annual Resistors segment revenues. Certified products comprised 52% of our annual Resistors segment revenues. Custom products comprised 31% of our annual Resistors segment revenues.
They are found inside products and systems used every day, from automobiles to airplanes, power grids, phones, and pacemakers. We are currently a worldwide technology and market leader in wirewound and other power resistors, leaded film resistors, thin film SMD resistors, power inductors, wet and conformal-coated tantalum capacitors, capacitors for power electronics, power rectifiers, low-voltage power MOSFETs, and infrared components.
They are found inside products and systems used every day, from automobiles to airplanes, power grids, phones, and pacemakers. We are currently a worldwide technology and market leader in wire wound power shunts, leaded and thin film SMD resistors, power inductors, wet and polymer tantalum capacitors in conformal-coated packages, power rectifiers, low-voltage power MOSFETs, and infrared components.
("MaxPower") adds leading edge silicon and silicon carbide technology to our MOSFETs product line. Our acquisition of Nexperia's Newport fab on March 5, 2024 will enhance the manufacturing capacity and capabilities of our MOSFETs segment. In 2024, commodity products comprised 37% of our annual MOSFETs segment revenues. Certified products comprised 47% of our annual MOSFETs segment revenues.
("MaxPower") adds leading edge silicon and silicon carbide technology to our MOSFETs product line. Our acquisition of Nexperia's Newport fab in 2024 will enhance the manufacturing capacity and capabilities of our MOSFETs segment. In 2025, commodity products comprised 35% of our annual MOSFETs segment revenues. Certified products comprised 48% of our annual MOSFETs segment revenues.
Together with major manufacturers of electronic products worldwide, we are supporting next level automation in multiple areas, including factories, the electrification of the automobile, 5G network technology, artificial intelligence ("A.I."), and the rapid expansion of connectivity across everything (IoT). We continue to implement Dr. Zandman’s vision, strategy, and culture as we work tirelessly to enhance value for our stockholders.
Together with major manufacturers of electronic products worldwide, we are supporting next level automation in multiple areas, including factories, the electrification of the automobile, 5G network technology, artificial intelligence ("A.I."), smart-grid infrastructure projects, and the rapid expansion of connectivity across everything (IoT). We continue to implement Dr.
Vishay was incorporated in Delaware in 1962 and maintains its principal executive offices at 63 Lancaster Avenue, Malvern, Pennsylvania 19355-2143. Our telephone number is (610) 644-1300. 4 Our Competitive Strengths Global Technology Leader As industry evolves, The DNA of tech™ evolves. We were founded based on the inventions of Dr.
Zandman’s vision, strategy, and culture as we work tirelessly to enhance value for our stockholders. Vishay was incorporated in Delaware in 1962 and maintains its principal executive offices at 63 Lancaster Avenue, Malvern, Pennsylvania 19355-2143. Our telephone number is (610) 644-1300. 4 Our Competitive Strengths Global Technology Leader As industry evolves, The DNA of tech ® evolves.
Our agreements may limit our ability to increase production, particularly during periods of growing demand for our products. 11 Due to our global supply chain, we are impacted by global trade disputes.
Our agreements may limit our ability to increase production, particularly during periods of growing demand for our products. 11 Due to our global supply chain, we are impacted by global trade disputes. In 2025, the U.S. imposed tariffs on almost all imported goods.
In 2024, commodity products comprised 56% of our annual Diodes segment revenues. Certified products comprised 26% of our annual Diodes segment revenues. Custom products comprised 18% of our annual Diodes segment revenues. Approximately 25% of our annual Diodes segment revenues were generated by products that were developed in the previous five years.
In 2025, commodity products comprised 54% of our annual Diodes segment revenues. Certified products comprised 27% of our annual Diodes segment revenues. Custom products comprised 19% of our annual Diodes segment revenues. Approximately 20% of our annual Diodes segment revenues were generated by products that were developed in the previous five years.
Broad Market Penetration We have one of the broadest product lines of discrete semiconductors and passive components among our competitors. Our broad product portfolio allows us to penetrate markets in all industry segments and all regions, which reduces our exposure to a particular end market or geographic location.
Our broad product portfolio allows us to penetrate markets in all industry segments and all regions, which reduces our exposure to a particular end market or geographic location.
Financial Strength and Flexibility Over the past few years, we have been deploying our accumulated cash to expand our manufacturing capacity for the future.
We are in a much-improved position to participate in the EMS channel as they are frequently operating with only short-term visibility. Financial Strength and Flexibility Over the past few years, we have been deploying our accumulated cash to expand our manufacturing capacity for the future.
Our capacitors range from tiny surface-mount devices for hearing aids and mobile devices to large power correction capacitors used in renewable energy, heavy industry, and electrical power grids. We are a recognized technology leader in many product ranges, securing our strong position in military and medical markets, and in a wide range of industrial and automotive applications.
Our capacitors range from tiny surface-mount devices for hearing aids and mobile devices to large power correction capacitors used in renewable energy, heavy industry, and electrical power grids, including smart-grid infrastructure projects.
Regulatory Compliance We are required to comply with numerous regulations that are normal and customary to businesses in our industry and the jurisdictions in which we operate. These regulations relate to, among other things, environmental health and safety, procurement integrity, export control, government security regulations, employment practices, accuracy of records and the recording of costs, anti-corruption, and privacy.
These regulations relate to, among other things, environmental health and safety, procurement integrity, export control, government security regulations, employment practices, accuracy of records and the recording of costs, anti-corruption, and privacy. See Item 1A, “Risk Factors,” for additional discussion of such regulations and the potential consequences for non-compliance.
Over the past two decades, our management team has successfully restructured our company and integrated several acquisitions. We can adapt our operations to changing economic conditions, as demonstrated by our ability to remain profitable and generate cash through the volatile economic cycle of the recent past.
Over the past two decades, our management team has successfully restructured our company and integrated several acquisitions. We continue to adapt our operations to changing economic conditions. Broad Market Penetration We have one of the broadest product lines of discrete semiconductors and passive components among our competitors.
Our wet tantalum and MicroTan™ technologies are market leaders. In 2024, commodity products comprised 23% of our annual Capacitors segment revenues. Certified products comprised 52% of our annual Capacitors segment revenues. Custom products comprised 25% of our annual Capacitors segment revenues.
We are a recognized technology leader in many product ranges, securing our strong position in military and healthcare markets, and in a wide range of industrial and automotive applications. Our wet tantalum and MicroTan™ technologies are market leaders. In 2025, commodity products comprised 22% of our annual Capacitors segment revenues. Certified products comprised 44% of our annual Capacitors segment revenues.
Due to our strong operational management, cost control measures, efficient capital expenditures, broad product portfolio, and strong market position, we have historically generated strong “free cash.” Our aggressive capital expenditure plans for 2023 - 2025 have and will negatively impact our "free cash" generation over that time frame, after which we expect to generate increasingly higher levels of free cash.
Our aggressive capital expenditure plans have negatively impacted our “free cash” generation and cash balance, but we expect to generate increasingly higher levels of free cash in the future.
The governments of the U.S. and the People’s Republic of China remain in a trade dispute that has resulted in tariffs and other trade restrictions including import / export prohibitions. Disruptions to global trade could result in customers seeking different sources of product or requiring us to seek different sources of supply.
While many of these tariffs and reciprocal tariffs have been reduced or paused, the tariffs have resulted in volatility in global markets, economic uncertainty, and increased the cost of materials. Disruptions to global supply chain could result in customers seeking different sources of products or requiring us to seek different sources of supply.
Removed
Strong Free Cash Flow Generation We refer to the amount of cash generated from operations in excess of our capital expenditure needs and net of proceeds from the sale of assets as “free cash” (see "Overview" included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for "free cash" definition and reconciliation to generally accepted accounting principles ("GAAP")).
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Increased Capacity Allows Us to Better Serve Customers Our accelerated investments to expand internal and external capacity have positioned us to be able to better serve our customers and capture the early stages of upturns in end market demand.
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In late 2023, we completed the first phase of implementing a global human capital management system. This system is designed to enhance communication, development, and efficient business processes for our international workforce. In 2025, we will implement additional modules to further expand our capabilities for leveraging global talent and consistently enforcing performance standards.
Added
We are better able to support all the business channels, while maximizing the profitability of each one through a focus on higher margin customers. By increasing our capacity and capabilities, we are able to satisfy quick-turn demand while maintaining competitive lead times.
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Throughout 2024, we continued to strengthen our internal Talent Acquisition function to effectively and promptly source key technical talent, enabling more agile resource scaling to support anticipated growth. As we redefine leadership, our organizational structure is evolving. We empower our employees by streamlining decision-making processes, which accelerates decision-making across the organization.
Added
These tariffs negatively impacted trade relationships between the governments of the U.S. and the impacted countries, specifically the People’s Republic of China. In response, many countries increased tariffs on U.S. exports and implemented other import / export barriers or prohibitions.
Removed
In September 2024, we announced restructuring actions designed to optimize our manufacturing footprint and streamline business decision making. The restructuring actions will be implemented in phases and will result in a reduction of approximately 2% of our manufacturing workforce and 6% of our SG&A workforce.
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In 2025, significant advancements were achieved in our ongoing efforts to optimize the global human capital management system. This comprehensive system is specifically designed to improve communication, foster employee development, and drive greater business efficiency. As part of these initiatives, we introduced global performance management and talent management succession planning modules.
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See Item 1A, “Risk Factors,” for additional discussion of such regulations and the potential consequences for non-compliance.
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These modules have been instrumental in increasing transparency and visibility regarding our global talent pool while also supporting the professional growth of employees throughout the organization. We remain steadfast in our commitment to measuring and expanding the capabilities of our workforce.
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By embedding a customer-focused mindset within our teams, we aim to further support the achievement of our financial objectives and strengthen our organizational culture. Throughout the past year, we have continued to enhance our internal Talent Acquisition function.
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These efforts were aimed at efficiently sourcing key technical talent, allowing us to respond more quickly to resource needs and scale our operations to support anticipated organizational growth. Regulatory Compliance We are required to comply with numerous regulations that are normal and customary to businesses in our industry and the jurisdictions in which we operate.
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To view the reports, access ir.vishay.com and click on “SEC Filings.” Our 2024 Sustainability Report can be viewed and downloaded free of charge. To view the report, access www.vishay.com and click on "Company" and "Sustainability".

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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For example, our credit facility in effect from time to time may prohibit us from making any cash payments on the conversion or repurchase of the 2025 Notes or the 2030 Notes, as the case may be, upon a fundamental change repurchase if, after giving effect to such conversion or repurchase (and any additional indebtedness incurred in connection with such conversion or a repurchase), we would not be in pro forma compliance with the applicable financial covenants under that facility.
For example, our credit facility in effect from time to time may prohibit us from making any cash payments on the conversion or repurchase of the 2030 Notes, as the case may be, upon a fundamental change repurchase if, after giving effect to such conversion or repurchase (and any additional indebtedness incurred in connection with such conversion or a repurchase), we would not be in pro forma compliance with the applicable financial covenants under that facility.
The risks include, but are not limited to, the following: • design and construction delays and cost overruns; • issues installing and qualifying new equipment and ramping production; • poor production process yields and reduced quality control; and • insufficient personnel with requisite expertise and experience to operate the facilities. 16 We have incurred, and may in the future incur, restructuring costs and associated asset write-downs.
The execution risks include, but are not limited to, the following: • design and construction delays and cost overruns; • issues installing and qualifying new equipment and ramping production; • poor production process yields and reduced quality control; and • insufficient personnel with requisite expertise and experience to operate the facilities. 16 We have incurred, and may in the future incur, restructuring costs and associated asset write-downs.
We can provide no assurance as to the financial stability or viability of the option counterparties. Anti-takeover defenses in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law may impede or discourage a merger, a takeover attempt or other business combinations, which could also reduce the market price of our common stock.
We can provide no assurance as to the financial stability or viability of the option counterparties. 24 Anti-takeover defenses in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law may impede or discourage a merger, a takeover attempt or other business combinations, which could also reduce the market price of our common stock.
If these consequences are realized, it could result in a general economic downturn or otherwise have a material adverse effect on our business. Risks related to our capital structure The holders of our Class B common stock have effective voting control of our company, giving them the effective ability to prevent a change in control transaction.
If these consequences are realized, it could result in a general economic downturn or otherwise have a material adverse effect on our business. 22 Risks related to our capital structure The holders of our Class B common stock have effective voting control of our company, giving them the effective ability to prevent a change in control transaction.
Holders of our outstanding 2025 Notes and 2030 Notes have the right to require us to repurchase all or a portion of their 2025 Notes or 2030 Notes, as the case may be, upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 Notes or 2030 Notes, as the case may be, to be repurchased, plus accrued and unpaid interest, if any.
Holders of our outstanding 2030 Notes have the right to require us to repurchase all or a portion of their 2030 Notes, as the case may be, upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes, as the case may be, to be repurchased, plus accrued and unpaid interest, if any.
We may not have the ability to raise the funds necessary to settle conversions of our outstanding 2025 Notes and 2030 Notes in cash or to repurchase the notes upon a fundamental change or on a repurchase date, as applicable, and our current debt contains, and our future debt may contain, limitations on our ability to pay cash upon conversion or repurchase of the 2025 Notes or 2030 Notes.
We may not have the ability to raise the funds necessary to settle conversions of our outstanding 2030 Notes in cash or to repurchase the notes upon a fundamental change or on a repurchase date, as applicable, and our current debt contains, and our future debt may contain, limitations on our ability to pay cash upon conversion or repurchase of the 2030 Notes.
The potential risks and effects of future disease outbreaks and the related economic impact that could have an adverse effect on our business include, but are not limited to: • Adverse impact on our customers and supply channels; • Decrease in sales, product demand and pricing and unfavorable economic and market conditions; • Increased costs, including higher shipping costs due to reduced shipping capacity; • Restrictions on our manufacturing, support operations or workforce, or similar limitations for our customers, vendors, and suppliers, that could limit our ability to meet customer demand; • Potential increased credit risk if customers, distributors, and resellers are unable to pay us, or must delay paying their obligations to us; • Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures could result in delays; • Impact on our workforce/employees due to the spread of the virus and any shelter-in-place orders; and • Cybersecurity risks as a result of extended periods of remote work arrangements.
The potential risks and effects of future disease outbreaks and the related economic impact that could have an adverse effect on our business include, but are not limited to: • Adverse impact on our customers and supply channels; • Decrease in sales, product demand and pricing and unfavorable economic and market conditions; • Increased costs, including higher shipping costs due to reduced shipping capacity; • Restrictions on our manufacturing, support operations or workforce, or similar limitations for our customers, vendors, and suppliers, that could limit our ability to meet customer demand; • Potential increased credit risk if customers, distributors, and resellers are unable to pay us, or must delay paying their obligations to us; • Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures could result in delays; • Impact on our workforce/employees due to the spread of viruses or diseases and any shelter-in-place orders; and • Cybersecurity risks as a result of extended periods of remote work arrangements.
Our failure to repurchase the 2025 Notes or 2030 Notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the 2025 Notes or the 2030 Notes as required by the applicable indenture would constitute a default under such indenture.
Our failure to repurchase the 2030 Notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the 2030 Notes as required by the applicable indenture would constitute a default under such indenture.
Our failure to make cash payments upon the conversion or repurchase of the 2025 Notes or the 2030 Notes, as the case may be, as required under the terms of the applicable indenture governing such notes would permit holders of the 2025 Notes or the 2030 Notes, as the case may be, to accelerate our obligations under the 2025 Notes or the 2030 Notes, as the case may be.
Our failure to make cash payments upon the conversion or repurchase of the 2030 Notes, as the case may be, as required under the terms of the applicable indenture governing such notes would permit holders of the 2030 Notes to accelerate our obligations under the 2030 Notes.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2030 Notes or the 2025 Notes surrendered therefor or notes being converted.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2030 Notes surrendered therefor or notes being converted.
A decrease in the classification level for a product with a military application could have an adverse impact on the net revenues and earnings attributable to that product. Our credit facility restricts our current and future operations and requires compliance with certain financial covenants.
A decrease in the classification level for a product with a military application could have an adverse impact on the net revenues and earnings attributable to that product. Our credit facility limits or restricts our current and future operations and requires compliance with certain financial covenants.
As of December 31, 2024, substantially all of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States. Our revolving credit facility provides us with additional U.S. liquidity.
As of December 31, 2025, substantially all of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States. Our revolving credit facility provides us with additional U.S. liquidity.
Ruta Zandman (a member of our Board of Directors) controls the voting of, solely or on a shared basis with Marc Zandman (our Executive Chairman) and Ziv Shoshani (a member of our Board of Directors), approximately 89.7% of our Class B common stock and 44.4% of the total voting power of our capital stock as of December 31, 2024.
Ruta Zandman (a member of our Board of Directors) controls the voting of, solely or on a shared basis with Marc Zandman (our Executive Chairman) and Ziv Shoshani (a former member of our Board of Directors), approximately 89.7% of our Class B common stock and 44.4% of the total voting power of our capital stock as of December 31, 2025.
In addition, our ability to repurchase the 2025 Notes or the 2030 Notes or to pay cash upon conversions of the 2025 Notes or 2030 Notes may be limited by law, by regulatory authority or by agreements governing our existing and future indebtedness, as described below.
In addition, our ability to repurchase the 2030 Notes or to pay cash upon conversion of the 2030 Notes may be limited by law, by regulatory authority or by agreements governing our existing and future indebtedness, as described below.
These provisions include: • the provision that our Class B common stock is generally entitled to ten votes per share, while our common stock is entitled to one vote per share, enabling the holders of our Class B common stock to effectively control the outcome of substantially all matters submitted to a vote of our stockholders, including the election of directors and change of control transactions; • the provision establishing a classified board of directors with three-year staggered terms and the provision that a director may be removed only for cause, each of which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • the requirement that a special meeting of stockholders may be called only by the directors or by any officer instructed by the directors to call the meeting, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt. 24 In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.
These provisions include: • the provision that our Class B common stock is generally entitled to ten votes per share, while our common stock is entitled to one vote per share, enabling the holders of our Class B common stock to effectively control the outcome of substantially all matters submitted to a vote of our stockholders, including the election of directors and change of control transactions; • the provision establishing a classified board of directors with three-year staggered terms and the provision that a director may be removed only for cause, each of which could delay the ability of stockholders to change the membership of a majority of our board of directors; • the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; • the requirement that a special meeting of stockholders may be called only by the directors or by any officer instructed by the directors to call the meeting, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and • the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt.
Risks associated with our operations outside the United States We are subject to the risks of political, economic, and military instability in countries outside the United States in which we operate. We have substantial operations outside the United States, and approximately 74% of our revenues during 2024 were derived from sales to customers outside the United States.
Risks associated with our operations outside the United States We are subject to the risks of political, economic, and military instability in countries outside the United States in which we operate. We have substantial operations outside the United States, and approximately 76% of our revenues during 2025 were derived from sales to customers outside the United States.
At December 31, 2024, the holders of Class B common stock held approximately 49.4% of the voting power of the Company. The ownership of Class B common stock is highly concentrated, and holders of Class B common stock effectively can cause the election of directors and approve other actions as stockholders. Mrs.
At December 31, 2025, the holders of Class B common stock held approximately 49.5% of the voting power of the Company. The ownership of Class B common stock is highly concentrated, and holders of Class B common stock effectively can cause the election of directors and approve other actions as stockholders. Mrs.
Our business has been in operation in Israel for 54 years, where we have substantial manufacturing operations.
Our business has been in operation in Israel for 55 years, where we have substantial manufacturing operations.
Our credit facility includes restrictions on, among other things, incurring indebtedness, incurring liens on assets, making investments and acquisitions, making asset sales, and paying cash dividends and making other restricted payments. Our credit facility also requires us to comply with other covenants, including the maintenance of specific financial ratios.
Our credit facility limits or restricts, among other things, incurring indebtedness, incurring liens on assets, making investments and acquisitions, making asset sales, and paying cash dividends and making other restricted payments. Our credit facility also requires us to comply with other covenants, including the maintenance of specific financial ratios.
Our business is subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other import charges or restrictions, which could adversely affect our operations and our ability to import products.
Our business is subject to risks associated with U.S. and foreign legislation and regulations relating to imports, including quotas, duties, tariffs or taxes, and other import charges or restrictions, which could adversely affect our operations and our ability to import products. In 2025, the U.S. imposed tariffs on almost all imported goods.
Despite our best efforts, there can be no assurances we will be successful in mitigating these risks and if we are unable to do so, they may have material negative impacts on our business and results of operations.
We remain cognizant of these supply chain challenges and seek to minimize their effects whenever possible. Despite our best efforts, there can be no assurances we will be successful in mitigating these risks and if we are unable to do so, they may have material negative impacts on our business and results of operations.
In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. 23 Certain provisions in the indentures governing the 2025 Notes and 2030 Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of us.
In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
There is $179.0 million of goodwill remaining on our balance sheet as of December 31, 2024. Any impairment charges would adversely affect our results of operations in the periods an impairment is recognized. 20 Regulatory and compliance related risks Future changes in our environmental liability and compliance obligations may harm our ability to operate or increase our costs.
Any impairment charges would adversely affect our results of operations in the periods an impairment is recognized. 20 Regulatory and compliance related risks Future changes in our environmental liability and compliance obligations may harm our ability to operate or increase our costs.
The voting rights of the holders of our Class B common stock effectively give such holders the ability to prevent transactions that would result in a change in control of us, including transactions in which holders of our common stock might otherwise receive a premium for their shares over the then-current market price. 22 Our acquisition strategy could be impeded if our Board of Directors were reluctant to authorize the issuance of substantial additional shares.
The voting rights of the holders of our Class B common stock effectively give such holders the ability to prevent transactions that would result in a change in control of us, including transactions in which holders of our common stock might otherwise receive a premium for their shares over the then-current market price.
In addition, if a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders who convert their notes in connection with such takeover.
For example, if a takeover would constitute a fundamental change, holders of the notes will have the right to require us to repurchase their notes in cash. In addition, if a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders who convert their notes in connection with such takeover.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof. 23 The conditional conversion feature of our outstanding 2030 Notes, if triggered, may adversely affect our financial condition and operating results.
The conversion of some or all of our outstanding 2.25% convertible senior notes due 2025 (the "2025 Notes") or our outstanding 2.25% convertible senior notes due 2030 (the "2030 Notes") may dilute the ownership interests of our existing stockholders.
Conversion of our outstanding 2030 Notes may dilute the ownership interest of our existing stockholders, including holders who had previously converted their notes. The conversion of some or all of our outstanding 2.25% convertible senior notes due 2030 (the "2030 Notes") may dilute the ownership interests of our existing stockholders.
Our agreements may limit our ability to increase production, particularly during periods of growing demand for our products. 18 Due to our global supply chain, we are impacted by global trade disputes.
Our agreements may limit our ability to increase production, particularly during periods of growing demand for our products. 18 Due to our global supply chain, we are impacted by global trade disputes. In 2025, the U.S. imposed tariffs on almost all imported goods.
Our overall long-term business strategy has historically included a strong focus on acquisitions financed alternatively through cash on hand or the incurrence of indebtedness.
Our acquisition strategy could be impeded if our Board of Directors were reluctant to authorize the issuance of substantial additional shares. Our overall long-term business strategy has historically included a strong focus on acquisitions financed alternatively through cash on hand or the incurrence of indebtedness.
Certain provisions in the 2025 Notes and 2030 Notes and the applicable indenture could make it more difficult or more expensive for a third party to acquire us. For example, if a takeover would constitute a fundamental change, holders of the notes will have the right to require us to repurchase their notes in cash.
Certain provisions in the indentures governing the 2030 Notes could delay or prevent an otherwise beneficial takeover or takeover attempt of us. Certain provisions in the 2030 Notes and the applicable indenture could make it more difficult or more expensive for a third party to acquire us.
Removed
The governments of the U.S. and the People’s Republic of China remain in a trade dispute that has resulted in tariffs and other trade restrictions including import / export prohibitions. Disruptions to global trade could result in customers seeking different sources of product or requiring us to seek different sources of supply.
Added
These tariffs negatively impacted trade relationships between the governments of the U.S. and the impacted countries, specifically the People’s Republic of China. In response, many countries increased tariffs on U.S. exports and implemented other import / export barriers or prohibitions.
Removed
New or revised trade agreements could require changes in operations in the long-term. We remain cognizant of these supply chain challenges and seek to minimize their effects whenever possible.
Added
While many of these tariffs and reciprocal tariffs have been reduced or paused, the tariffs and any similar disruptions in the global supply chain in the future may adversely impact our business by creating economic uncertainty, increasing the cost of materials, and reducing customer demand for our products.
Removed
The acquisitions of MaxPower Semiconductor, Inc. and the Newport wafer fab, as well as the planned capacity expansions at Itzehoe and Newport, are long-term investments which were not expected to generate significant income or cash flows in the near-term, but should greatly enhance the long-term position of our MOSFETs business.
Added
We performed a qualitative annual assessment of each of our reporting units in 2025 and determined that the fair value of the reporting units were not more likely than not less than their respective carrying amounts. We continue to evaluate facts and circumstances to determine if interim impairment analyses are necessary.
Removed
Such investments have significantly increased the net asset base of our MOSFETs business without a corresponding increase in current income or cash flows.
Added
If we are not able to achieve our anticipated results or we experience a sustained decline in our stock price, we may determine that an interim impairment analysis is necessary. There is $180.4 million of goodwill remaining on our balance sheet as of December 31, 2025.
Removed
We performed a quantitative assessment of each of our reporting units as of September 28, 2024 and determined that the estimated fair value of each reporting unit exceeded its carrying value, although the MOSFETs reporting unit’s fair value exceeded its carrying value by less than 10%.
Added
These tariffs negatively impacted trade relationships between the governments of the U.S. and the impacted countries, specifically the People’s Republic of China. In response, many countries increased tariffs on U.S. exports and implemented other import / export barriers or prohibitions.
Removed
Several factors, including a further decrease in our stock price, a further increase in the asset base, and other negative internal and external factors, required us to test our MOSFETs goodwill for impairment again in the fourth fiscal quarter of 2024.
Added
While many of these tariffs and reciprocal tariffs have been reduced or paused, the tariffs and any similar disruptions to the global supply chain in the future may adversely impact our business by creating economic uncertainty, increasing the cost of materials, and reducing customer and end market demand.
Removed
As a result, we recorded a non-cash impairment charge of $66.5 million to write-off the goodwill of the MOSFETs reporting unit. If we are not able to achieve our anticipated results or our stock price decreases further, the fair value of our other reporting units would be adversely affected, which may result in future impairment.
Added
New or revised trade agreements could require changes in operations in the long-term. Further changes in U.S. trade policy could trigger additional retaliatory actions by affected countries.
Removed
The U.S. has taken actions that impact U.S. trade with China, including restricting the export of certain goods and equipment to China, imposing tariffs on certain goods manufactured in China and imported into the U.S., including certain of our products. The U.S. has also threatened to impose tariffs on certain goods manufactured in Mexico and other countries.
Added
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law.
Removed
Such actions may impact our competitiveness and adversely affect the demand for these products, or if those costs cannot be passed on to our customers, could adversely impact our results of operations for affected segments and the Company as a whole. Further changes in U.S. trade policy could trigger additional retaliatory actions by affected countries.
Removed
Conversion of our outstanding 2025 Notes and 2030 Notes may dilute the ownership interest of our existing stockholders, including holders who had previously converted their notes.
Removed
Our outstanding 2025 Notes contain similar provisions concerning the holders’ rights to require us to repurchase their 2025 Notes upon a fundamental change and to pay cash to settle conversions of their 2025 Notes.
Removed
The repurchase of $53 million principal amount of the 2025 Notes in the fourth fiscal quarter of 2024 reduces the risk associated with the 2025 Notes. The conditional conversion feature of our outstanding 2030 Notes, if triggered, may adversely affect our financial condition and operating results.

Item 2. Properties

Properties — owned and leased real estate

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Available Space (Square Feet) United States Columbus, NE Resistors 87,000 Attleboro, MA Resistors 40,000 Carson City, NV Resistors 40,000 Ontario, CA Resistors 38,000 Dover, NH Inductors 35,000 East Windsor, CT Resistors 30,000 Hollis, NH Resistors 25,000 Fremont, CA Resistors 18,000 Glendale, WI Resistors 14,000 Hudson, MA Resistors 13,000 Montevideo, MN Inductors 11,000 Duluth, MN Inductors 10,000 Non-U.S.
Available Space (Square Feet) United States Columbus, NE Resistors 87,000 Attleboro, MA Resistors 40,000 Ontario, CA Resistors 38,000 Dover, NH Inductors 35,000 East Windsor, CT Resistors 30,000 Hollis, NH Resistors 25,000 Fremont, CA Resistors 18,000 Glendale, WI Resistors 14,000 Hudson, MA Resistors 13,000 Montevideo, MN Inductors 11,000 Duluth, MN Inductors 10,000 Non-U.S.
Klagenfurt, Austria Capacitors 150,000 People’s Republic of China Danshui Capacitors, Inductors, and Resistors 446,000 Shanghai MOSFETs 300,000 Shatian Capacitors and Resistors 218,000 Zhuhai Inductors 179,000 Long Xi Resistors 36,000 Santo Domingo, Dominican Republic Inductors 44,000 Germany Itzehoe MOSFETs 217,000 Heilbronn Diodes and Optoelectronic Components 163,000 Selb Capacitors 47,000 Mumbai, India Diodes 34,000 Mexico Juarez Resistors 314,000 Durango Inductors and Resistors 200,000 Mexicali Resistors 15,000 Manila, Philippines Optoelectronic Components 149,000 Kaohsiung, Republic of China (Taiwan) Diodes 130,000 28
Klagenfurt, Austria Capacitors 150,000 People’s Republic of China Danshui Capacitors, Inductors, and Resistors 446,000 Shanghai MOSFETs 300,000 Shatian Capacitors and Resistors 218,000 Zhuhai Inductors 179,000 Long Xi Resistors 36,000 Santo Domingo, Dominican Republic Inductors 62,000 Germany Itzehoe MOSFETs 217,000 Heilbronn Diodes and Optoelectronic Components 163,000 Selb Capacitors 47,000 Mumbai, India Diodes 34,000 Mexico Juarez Resistors 314,000 Durango Inductors and Resistors 203,000 Mexicali Resistors 15,000 Manila, Philippines Optoelectronic Components 149,000 Kaohsiung, Republic of China (Taiwan) Diodes 130,000 28
Available Space (Square Feet) United States Columbus, NE Resistors 201,000 Bennington, VT Capacitors 64,000 Yankton, SD Inductors 60,000 Warwick, RI Resistors 56,000 Niagara Falls, NY Resistors 34,000 Marshall, MN Inductors 22,000 Non-U.S.
Available Space (Square Feet) United States Columbus, NE Resistors 201,000 Bennington, VT Capacitors 64,000 Yankton, SD Inductors 60,000 Warwick, RI Resistors 56,000 Carson City, NV Resistors 40,000 Niagara Falls, NY Resistors 34,000 Marshall, MN Inductors 22,000 Non-U.S.
Item 2. PROPERTIES At December 31, 2024, our business had 60 manufacturing locations. Our manufacturing facilities include owned and leased locations. Some locations include both owned and leased facilities in the same location. The list of manufacturing facilities below excludes former manufacturing facilities that are not presently used for manufacturing activities.
Item 2. PROPERTIES At December 31, 2025, our business had 60 manufacturing locations. Our manufacturing facilities include owned and leased locations. Some locations include both owned and leased facilities in the same location. The list of manufacturing facilities below excludes former manufacturing facilities and new manufacturing facilities under construction that are not presently used for manufacturing activities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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These cases contain claims for recovery of response costs under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and allege that a predecessor’s manufacturing operations in Hicksville, New York (the “Site”), between 1960 and 1993, impacted groundwater beneath and downgradient of the Site.
The case contains claims for recovery of response costs under the Comprehensive Environmental Response, Compensation, and Liability Act, and alleges that a predecessor’s manufacturing operations in the Hicksville, New York (the "Site"), between 1960 and 1993, impacted groundwater beneath and downgradient of the Site.
VGSI remains a defendant in one remaining case, 101 Frost Street Associates, L.P. v. United States Department of Energy et al., pending before the United States District Court for the Eastern District of New York.
("VGSI"), a wholly owned subsidiary of the Company, is a defendant in litigation, 101 Frost Street Associates, L.P. v. United States Department of Energy ("USDOE") et al., pending before the United States District Court for the Eastern District of New York.
Removed
(“VGSI”), a wholly owned subsidiary of the Company, was a direct defendant in two separate, but related, litigation matters previously pending in the United States District Court for the Eastern District of New York: (1) Hicksville Water District v. United States Department of Energy, et al.; and (2) Hicksville Water District v. Alsy Manufacturing, Inc.
Added
The original complaint was filed on June 14, 2017, and was subsequently amended multiple times, the last of which occurred on July 7, 2023 which changed the first named defendant from USDOE to United States of America.
Removed
The groundwater beneath and downgradient of the Site is part of the New Cassel/Hicksville Groundwater Contamination Site, which was added to the National Priorities List pursuant to CERCLA on September 15, 2011.
Added
VGSI is vigorously contesting plaintiff’s claims and will aggressively prosecute its affirmative claims including affirmative claims against the United States.
Removed
VGSI and the Hicksville Water District reached a comprehensive settlement of both cases brought by the Hicksville Water District that resolves all past and future claims, known and unknown. Vishay admitted no liability and agreed to pay the Hicksville Water District $3 million. The settlement was approved by the court and both cases were dismissed in late July 2024.
Removed
The remaining case contains claims for recovery of response costs under CERCLA, and alleges that a predecessor’s manufacturing operations in the Site, between 1960 and 1993, impacted groundwater beneath and downgradient of the Site. VGSI is vigorously contesting plaintiff’s claims and will aggressively prosecute its affirmative claims.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. MINE SAFETY DISCLOSURES None. 29 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth certain information regarding our executive officers as of February 14, 2025: Name Age Positions Held Marc Zandman* 63 Executive Chairman of the Board, Chief Business Development Officer, and President, Vishay Israel Ltd.
Item 4. MINE SAFETY DISCLOSURES None. 29 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth certain information regarding our executive officers as of December 31, 2025: Name Age Positions Held Marc Zandman* 64 Executive Chairman of the Board, Chief Business Development Officer, and President, Vishay Israel Ltd.
Joel Smejkal* 58 Chief Executive Officer, President, and Director David McConnell 58 Executive Vice President and Chief Financial Officer Roy Shoshani 51 Executive Vice President - Chief Operating Officer - Semiconductors and Chief Technical Officer Peter Henrici 69 Executive Vice President - Corporate Development Michael O'Sullivan 50 Executive Vice President - Chief Administrative and Legal Officer * Member of the Executive Committee of the Board of Directors.
Joel Smejkal* 59 Chief Executive Officer, President, and Director David McConnell 59 Executive Vice President and Chief Financial Officer Roy Shoshani 52 Executive Vice President - Chief Operating Officer - Semiconductors and Chief Technical Officer Peter Henrici 70 Executive Vice President - Corporate Development Michael O'Sullivan 51 Executive Vice President - Chief Administrative and Legal Officer * Member of the Executive Committee of the Board of Directors.
McConnell has held various positions of increasing responsibility since joining Vishay in 1992, including Senior Vice President - Corporate Treasurer and Risk Management from 2016-2024, and responsibility for corporate treasury since 2011. Roy Shoshani was appointed Executive Vice President – Chief Operating Officer – Semiconductors and Chief Technical Officer effective January 13, 2025. Mr.
David McConnell was appointed Executive Vice President and Chief Financial Officer of the Company effective March 1, 2024. Mr. McConnell has held various positions of increasing responsibility since joining Vishay in 1992, including Senior Vice President - Corporate Treasurer and Risk Management from 2016-2024, and responsibility for corporate treasury since 2011.
Joel Smejkal was appointed President and Chief Executive Officer effective January 1, 2023. Mr. Smejkal served as Executive Vice President, Corporate Business Development from 2020-2022. He has held various positions of increasing responsibility since joining Vishay in 1990, including Executive Vice President, Business Head Passive Components (2017-2020) and Senior Vice President Global Distribution Sales (2012-2016).
He has held various positions of increasing responsibility since joining Vishay in 1990, including Executive Vice President, Business Head Passive Components (2017-2020) and Senior Vice President Global Distribution Sales (2012-2016). His experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations, and sales.
Zandman controls, on a shared basis with Ruta Zandman and Ziv Shoshani, approximately 35% of the total voting power of our capital stock as of December 31, 2024. He also serves on the Board of Directors of Vishay Precision Group, Inc., an independent, publicly-traded company spun-off from Vishay Intertechnology in 2010 (including as non-executive Chair from 2010 - 2022).
Zandman controls, on a shared basis with Ruta Zandman and Ziv Shoshani, approximately 35% of the total voting power of our capital stock as of December 31, 2025. Joel Smejkal was appointed President and Chief Executive Officer effective January 1, 2023. Mr. Smejkal served as Executive Vice President, Corporate Business Development from 2020-2022.
Removed
His experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations, and sales. David McConnell was appointed Executive Vice President and Chief Financial Officer of the Company effective March 1, 2024. Mr.
Added
Roy Shoshani was appointed Executive Vice President – Chief Operating Officer – Semiconductors and Chief Technical Officer effective January 13, 2025. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Ruta Zandman (a member of our Board of Directors) controls the voting of, solely or on a shared basis with Marc Zandman (our Executive Chairman) and Ziv Shoshani (a member of our Board of Directors) approximately 89.7% of our Class B common stock and 44.4% of the total voting power of our capital stock as of December 31, 2024.
Ruta Zandman (a member of our Board of Directors) controls the voting of, solely or on a shared basis with Marc Zandman (our Executive Chairman) and Ziv Shoshani (a former member of our Board of Directors), approximately 89.7% of our Class B common stock and 44.4% of the total voting power of our capital stock as of December 31, 2025.
The following table sets forth the high and low sales prices for our common stock as reported on the New York Stock Exchange composite tape for the indicated fiscal quarters. Holders of record of our common stock totaled approximately 1,000 at February 12, 2025.
The following table sets forth the high and low sales prices for our common stock as reported on the New York Stock Exchange composite tape for the indicated fiscal quarters. Holders of record of our common stock totaled approximately 1,000 at February 11, 2026.
The line graph assumes that $100 had been invested at December 31, 2019 and assumes that all dividends were reinvested.
The line graph assumes that $100 had been invested at December 31, 2020 and assumes that all dividends were reinvested.
Common stock price range Dividends declared 2024 2023 per share High Low High Low 2024 2023 Fourth quarter $ 20.15 $ 14.95 $ 25.22 $ 21.15 $ 0.10 $ 0.10 Third quarter $ 24.69 $ 17.42 $ 30.10 $ 24.03 $ 0.10 $ 0.10 Second quarter $ 24.19 $ 20.83 $ 29.66 $ 20.57 $ 0.10 $ 0.10 First quarter $ 23.92 $ 20.93 $ 24.48 $ 20.51 $ 0.10 $ 0.10 At February 12, 2025, we had outstanding 12,097,148 shares of Class B common stock, par value $0.10 per share, each of which entitles the holder to ten votes.
Common stock price range Dividends declared 2025 2024 per share High Low High Low 2025 2024 Fourth Quarter $ 17.79 $ 11.77 $ 20.15 $ 14.95 $ 0.10 $ 0.10 Third quarter $ 18.20 $ 13.03 $ 24.69 $ 17.42 $ 0.10 $ 0.10 Second quarter $ 16.30 $ 10.35 $ 24.19 $ 20.83 $ 0.10 $ 0.10 First quarter $ 19.81 $ 15.87 $ 23.92 $ 20.93 $ 0.10 $ 0.10 At February 11, 2026, we had outstanding 12,097,148 shares of Class B common stock, par value $0.10 per share, each of which entitles the holder to ten votes.
The aggregate purchase price for the repurchases was $53.4 million. 31 Stock Performance Graph The line graph below compares the cumulative total stockholder return on Vishay’s common stock over a 5-year period with the returns on the Standard & Poor’s MidCap 400 Stock Index, the Standard & Poor's SmallCap 600 Index (of which Vishay is a component), the Standard & Poor’s 500 Stock Index, and the Philadelphia Semiconductor Index.
There were no repurchases of our common stock during the fiscal quarter ended December 31, 2025. 31 Stock Performance Graph The line graph below compares the cumulative total stockholder return on Vishay’s common stock over a 5-year period with the returns on the Standard & Poor’s MidCap 400 Stock Index, the Standard & Poor's SmallCap 600 Index (of which Vishay is a component), the Standard & Poor’s 500 Stock Index, and the Philadelphia Semiconductor Index.
The Stockholder Return Policy calls for us to return a prescribed amount of cash flows on an annual basis. We intend to return such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.
We intend to return such amounts to stockholders directly in the form of dividends, or indirectly, in the form of stock repurchases.
As of September 28, 2024, approximately 1.2 million shares remained from the previous repurchase authorization of 8.5 million shares. On December 3, 2024, Vishay's Board of Directors approved the repurchase of an additional 3.0 million shares of common stock, to enable the operation of the Stockholder Return Policy for the foreseeable future.
To enable the operation of our Stockholder Return Policy, our Board of Directors approves the repurchase of a stated number of shares of common stock from time-to-time. As of December 31, 2025, approximately 2.8 million shares remained from previous repurchase authorizations.
See "Financial Condition, Liquidity, and Capital Resources" included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." In 2022, our Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.
See "Financial Condition, Liquidity, and Capital Resources" included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis.
Removed
We paid $54.7 million of dividends to stockholders and repurchased $50.4 million of our stock pursuant to the Stockholder Return Policy in 2024. To enable the operation of the Stockholder Return Policy, Vishay's Board of Directors approves the repurchase of a stated number of shares of common stock from time-to-time.
Added
The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations.
Removed
The following table provides information regarding repurchases of our common stock during the fiscal quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share (including commission) Total Number of Shares Purchased as Part of Publicly Announced Program Total Dollar Amount Purchased Under the Program Maximum Number of Shares that May Yet Be Purchased Under the Program September 29 - October 26 479,969 $ 18.19 479,969 $ 8,728,358 700,084 October 27 - November 23 220,413 17.67 220,413 3,893,706 479,671 November 24 - December 31 - - - - 3,479,671 Total 700,382 $ 18.02 700,382 $ 12,622,064 3,479,671 In the fourth fiscal quarter of 2024, we repurchased $53.2 million of our convertible senior notes due 2025.
Added
Despite generating negative free cash flow in 2025 primarily due to our capacity expansion plans, we paid $54.2 million of dividends to stockholders and repurchased $12.5 million of our stock pursuant to the Stockholder Return Policy in 2025. We expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy in 2026.
Removed
Base Years Ending December 31, Period Company Name / Index 2019 2020 2021 2022 2023 2024 Vishay Intertechnology, Inc. 100 99.48 106.90 107.61 121.56 87.59 S&P 500 Index 100 118.40 152.39 124.79 157.59 197.02 S&P MidCap 400 Index 100 113.66 141.80 123.28 143.54 163.54 S&P SmallCap 600 Index 100 111.29 141.13 118.41 137.42 149.37 Philadelphia Semiconductor Index 100 153.66 219.51 142.94 238.72 287.31
Added
Base Years Ending December 31, Period Company Name / Index 2020 2021 2022 2023 2024 2025 Vishay Intertechnology, Inc. 100 107.46 108.17 122.20 88.05 77.32 S&P 500 Index 100 128.71 105.40 133.10 166.40 196.16 S&P MidCap 400 Index 100 124.76 108.47 126.29 143.89 154.68 S&P SmallCap 600 Index 100 126.82 106.40 123.48 134.22 142.30 Philadelphia Semiconductor Index 100 142.85 93.02 155.35 186.98 268.23

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

113 edited+25 added−35 removed107 unchanged
While we plan to advance our capacity expansion projects, we have and will continue to modulate the spending in response to order flow and the timing of customer demand and qualifications. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending.
While we plan to advance our capacity expansion projects, we have and will continue to modulate spending in response to order flow and the timing of customer demand and qualifications. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending.
Management believes such additional non-cash costs will enhance the long-term performance of the Company by providing selected participants with an incentive to improve the growth and profitability of the Company. In 2024, we revised our short-term incentive compensation structure to better align with our growth objectives.
Management believes such additional non-cash costs will enhance the long-term performance of the Company by providing selected participants with an incentive to improve the growth and profitability of the Company. In 2024, we revised our short-term incentive ("STI") compensation structure to better align with our growth objectives.
The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies. 56 We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we classify as short-term investments on our consolidated balance sheets.
The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies. 55 We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we classify as short-term investments on our consolidated balance sheets.
("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. We operate in six segments based on product functionality: MOSFETs, Diodes, Optoelectronic Components, Resistors, Inductors, and Capacitors.
("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and healthcare markets. We operate in six segments based on product functionality: MOSFETs, Diodes, Optoelectronic Components, Resistors, Inductors, and Capacitors.
Also beginning in 2023, we began making significant investments in capital expenditures primarily for capital expansion projects primarily outside of China, which will also increase depreciation expense. At the same time, we are focusing on increasing our technical resources, adding additional customer-facing engineers, and intensifying our activities in R&D.
Also, beginning in 2023, we began making significant investments in capital expenditures primarily for capital expansion projects primarily outside of China, which has and will further increase depreciation expense. At the same time, we are focusing on increasing our technical resources, adding additional customer-facing engineers, and intensifying our activities in R&D.
However, if economic conditions change or if our investment strategy changes, we may be inclined to change some of our assumptions, and the resulting change could have a material impact on the consolidated statements of operations and on the consolidated balance sheet. 45 Income Taxes We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
However, if economic conditions change or if our investment strategy changes, we may be inclined to change some of our assumptions, and the resulting change could have a material impact on the consolidated statements of operations and on the consolidated balance sheet. 44 Income Taxes We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Based on our current total leverage ratio of 2.64 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum. 57 The borrowings under the credit facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain subsidiaries; and are guaranteed by certain significant subsidiaries.
Based on our current total leverage ratio of 3.23 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum. 56 The borrowings under the credit facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain subsidiaries; and are guaranteed by certain significant subsidiaries.
On March 5, 2024, we completed the acquisition of Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K. for approximately $177.5 million in cash, net of cash acquired. The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.
In 2024, we acquired Nexperia's wafer fabrication facility and operations located in Newport, South Wales, U.K. for approximately $177.5 million in cash, net of cash acquired. The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.
The segment operating margin decreased versus the prior year. The decreases are primarily due to gross profit margin decreases and increased segment SG&A expenses associated with the Newport wafer fab. Average selling prices decreased versus the prior year. We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines.
Segment operating margin decreased versus the prior year. The decrease is primarily due to gross profit margin decreases and increased segment SG&A expenses associated with the Newport wafer fab. Average selling prices decreased versus the prior year. We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines.
We believe we have significant liquidity to withstand temporary disruptions in the economic environment. See additional information regarding our competitive strengths and key challenges as disclosed in Part I.
We believe we have sufficient liquidity to withstand temporary disruptions in the economic environment. See additional information regarding our competitive strengths and key challenges as disclosed in Part I.
Other long-term liabilities in the table above include obligations that are reflected on our consolidated balance sheets as of December 31, 2024. We include the current portion of the long-term liabilities in the table above.
Other long-term liabilities in the table above include obligations that are reflected on our consolidated balance sheets as of December 31, 2025. We include the current portion of the long-term liabilities in the table above.
See Notes 1 and 19 to our consolidated financial statements for a description of our goodwill impairment tests. 44 Pension and Other Postretirement Benefits Our defined benefit plans are concentrated in the United States, Germany, and the Republic of China (Taiwan). At December 31, 2024, our U.S. plans include various non-qualified plans.
See Notes 1 and 19 to our consolidated financial statements for a description of our goodwill impairment tests. 43 Pension and Other Postretirement Benefits Our defined benefit plans are concentrated in the United States, Germany, and the Republic of China (Taiwan). At December 31, 2025, our U.S. plans include various non-qualified plans.
The net change of the dollar was not material when comparing 2024 versus 2023, but the dollar was weaker during 2023 versus 2022, with the translation of foreign currency revenues and expenses into U.S. dollars increasing reported revenues and expenses in 2023 versus 2022. Foreign Subsidiaries which use the U.S.
The dollar was weaker during 2025 versus 2024, with the translation of foreign currency revenues and expenses into U.S. dollars increasing reported revenues and expenses in 2025 versus 2024. The net change of the dollar was not material when comparing 2024 versus 2023. Foreign Subsidiaries which use the U.S.
Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, and free cash do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies.
Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, free cash, and segment operating income do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies.
For a further discussion of our long-term debt, pensions and other postretirement benefits, leases, uncertain tax positions, and purchase commitments, see Notes 2, 4, 5, 6, 11, and 13 to our consolidated financial statements. 59
For a further discussion of our long-term debt, pensions and other postretirement benefits, leases, uncertain tax positions, and purchase commitments, see Notes 4, 5, 6, 11, and 13 to our consolidated financial statements. 58
Unfavorable resolution of any particular issue could increase the effective tax rate and may require the use of cash in the year of resolution. During 2024, certain tax examinations were concluded and certain statutes of limitations lapsed. Our tax provision for those years includes adjustments related to the resolution of these matters.
Unfavorable resolution of any particular issue could increase the effective tax rate and may require the use of cash in the year of resolution. During 2025, certain tax examinations were concluded and certain statutes of limitations lapsed. Our tax provision for 2025 includes adjustments related to the resolution of these matters.
During 2023, we settled an examination of our U.S. federal income tax returns for the periods ended December 31, 2017 through 2019. Our federal income tax returns for the years 2021 through 2023 remain subject to examination.
During 2023, we settled an examination of our U.S. federal income tax returns for the periods ended December 31, 2017 through 2019. Our federal income tax returns for the years 2022 through 2024 remain subject to examination.
It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize, such as MaxPower Semiconductor, Inc., acquired in 2022; businesses with well-developed technologies that the Company expects to grow using its manufacturing capabilities, capacity, and economies of scale to expand production and sell to its global customer base, such as Ametherm, Inc., acquired in 2024; and key niche suppliers to vertically integrate our supply chain, such as Birkelbach Kondensatortechnik GmbH ("Birkelbach"), acquired in 2024, and Centerline Technologies, LLC, acquired in 2023.
It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize, businesses with well-developed technologies that the Company expects to grow using its manufacturing capabilities, capacity, and economies of scale to expand production and sell to its global customer base, such as Ametherm, Inc., acquired in 2024; and key niche suppliers to vertically integrate our supply chain, such as Birkelbach Kondensatortechnik GmbH, acquired in 2024.
The revised structure incentivizes daily behaviors and actions of our organizational leaders to create immediate growth in line with our cross-functional business objectives. Under the new structure, organizational leaders will be rewarded annually for meeting determined targets in revenue, operating margin, gross margin, and variable margin.
The revised structure incentivizes daily behaviors and actions of our organizational leaders to create immediate growth in line with our cross-functional business objectives. Under the structure, organizational leaders are rewarded annually for meeting determined targets in revenue, operating margin, gross margin, and variable margin.
Accordingly, we have classified all non-current uncertain tax positions as payments due thereafter, although actual timing of payments may be sooner. Expected pension and postretirement plan funding is based on a projected schedule of benefit payments under the plans.
Accordingly, we have classified all non-current uncertain tax positions as payments due thereafter, although actual timing of payments may be sooner. Expected pension and postretirement plan funding is based on a projected schedule of benefit payments under the plans adjusted for payments from fully-funded plans.
As of December 31, 2024, we have approximately $515 million of German and Israeli earnings that are deemed not indefinitely reinvested. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $77 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings.
As of December 31, 2025, we have approximately $493 million of German and Israeli earnings that are deemed not indefinitely reinvested. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $76 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings.
The cost of products sold and selling, general, and administrative expense have been favorably impacted for the year ended December 31, 2024 compared to 2023 and for the year ended December 31, 2023 compared to 2022 by local currency transactions of subsidiaries which use the U.S. dollar as their functional currency.
The cost of products sold and selling, general, and administrative expense have been unfavorably impacted for the year ended December 31, 2025 compared to 2024 by local currency transactions of subsidiaries which use the U.S. dollar as their functional currency.
The tax returns of significant non-U.S. subsidiaries currently under examination are located in the following jurisdictions: Israel (2021), Germany (2017 through 2021), India (2004 through 2021), and Philippines (2017 through 2023). The Company and its subsidiaries also file income tax returns in other taxing jurisdictions in the U.S. and around the world, many of which are still open to examination.
The tax returns of significant non-U.S. subsidiaries currently under examination are located in the following jurisdictions: Israel (2021), China (2022 through 2024), India (2004 through 2023), and Philippines (2020 through 2022). The Company and its subsidiaries also file income tax returns in other taxing jurisdictions in the U.S. and around the world, many of which are still open to examination.
We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion in 2023 - 2025 after which we expect to generate increasingly higher levels of free cash.
We expect free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels of free cash.
Segment operating income would also exclude costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, goodwill impairment charges, the direct impact of the COVID-19 pandemic, and other items affecting comparability.
Segment operating income would also exclude costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, goodwill impairment charges, and other items affecting comparability.
We are focused on enhancing stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure.
Our goal is to enhance stockholder value by growing our business and improving earnings per share. Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions. We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure.
We believe that we have a reasonable basis to estimate future credits under the programs. See Notes 1 and 9 to our consolidated financial statements for further information. Inventories We value our inventories at the lower of cost or net realizable value, with cost determined under the first-in, first-out method.
We believe that we have a reasonable basis to estimate future credits under the programs. See Notes 1 and 15 to our consolidated financial statements for further information. Inventories We value our inventories at the lower of cost or net realizable value, with cost determined using moving average and the first-in, first-out methods.
Cash flows provided by operating activities were $173.7 million for the year ended December 31, 2024, as compared to cash flows provided by operations of $365.7 million for the year ended December 31, 2023. In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle.
Cash flows provided by operating activities were $184.3 million for the year ended December 31, 2025, as compared to cash flows provided by operating activities of $173.7 million for the year ended December 31, 2024. In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle.
We continue to broaden our business with targeted acquisitions of specialty resistors businesses. 51 Inductors Net revenues of the Inductors segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 356,355 $ 347,392 $ 331,086 Change versus comparable prior year period $ 8,963 $ 16,306 Percentage change versus comparable prior year period 2.6 % 4.9 % Changes in Inductors segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Increase in volume 4.8 % 2.4 % Change in average selling prices (2.2 )% 1.9 % Foreign currency effects 0.0 % 0.5 % Other 0.0 % 0.1 % Net change 2.6 % 4.9 % Gross profit margins and segment operating margins for the Inductors segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 30.0 % 32.4 % 31.5 % Segment operating margin 25.9 % 28.7 % 28.2 % Net revenues of the Inductors segment increased slightly versus the prior year.
We continue to broaden our business with targeted acquisitions of specialty resistors businesses. 50 Inductors Net revenues of the Inductors segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 364,374 $ 356,355 $ 347,392 Change versus comparable prior year period $ 8,019 $ 8,963 Percentage change versus comparable prior year period 2.3 % 2.6 % Changes in Inductors segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Increase in volume 0.2 % 4.8 % Change in average selling prices 1.4 % (2.2 )% Foreign currency effects 0.7 % 0.0 % Net change 2.3 % 2.6 % Gross profit margins and segment operating margins for the Inductors segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 27.5 % 30.0 % 32.4 % Segment operating margin 23.3 % 25.9 % 28.7 % Net revenues of the Inductors segment increased slightly in 2025 versus the prior year.
Our free cash results were significantly impacted by the installment payments of the U.S. transition tax of $37.6 million in 2024, $27.7 million in 2023, and $14.8 million in 2022, respectively, and payments of foreign, withholding, and claw-back cash taxes of $15.0 million in 2024, $63.6 million in 2023, and $25.2 million in 2022 on foreign earnings of $105.0 million, $276.8 million, and $81.2 million (net of taxes) that were repatriated to the U.S. in 2024, 2023, and 2022, respectively. 34 Growth and Company Transformation Initiatives Effective January 1, 2023, a new executive leadership team, promoted from within, embarked on a new era at Vishay ("Vishay 3.0").
Our free cash results were significantly impacted by the installment payments of the U.S. transition tax of $47.0 million in 2025, $37.6 million in 2024, and $27.7 million in 2023, respectively, and payments of foreign and withholding cash taxes of $9.4 million in 2025, $15.0 million in 2024, and $63.6 million in 2023 on foreign earnings of $75.0 million, $105.0 million, and $276.8 million that were repatriated to the U.S. in 2025, 2024, and 2023, respectively. 34 Growth and Company Transformation Initiatives Effective January 1, 2023, a new executive leadership team, promoted from within, embarked on a new era at Vishay ("Vishay 3.0").
We expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions. Our GAAP effective tax rate for the year ended December 31, 2024 is not meaningful at the low levels of pre-tax loss.
We expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions. Our GAAP effective tax rates for the years ended December 31, 2025 and 2024 are not meaningful at the low levels of pre-tax loss.
See Item 7A for additional discussion of foreign currency exchange risk. 43 Critical Accounting Policies and Estimates Our significant accounting policies are summarized in Note 1 to our consolidated financial statements. We identify here a number of policies that entail significant judgments or estimates.
See Item 7A for additional discussion of foreign currency exchange risk and forward contracts used to mitigate certain foreign currency risks. 42 Critical Accounting Policies and Estimates Our significant accounting policies are summarized in Note 1 to our consolidated financial statements. We identify here a number of policies that entail significant judgments or estimates.
Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment).
We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin.
The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $34 million and the highest amount outstanding at a fiscal month end was $136 million during the fiscal year ended December 31, 2024.
The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $220 million and the highest amount outstanding at a fiscal month end was $309 million during the fiscal year ended December 31, 2025.
Average selling prices decreased versus the prior year. 50 Resistors Net revenues of the Resistors segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 725,614 $ 843,472 $ 832,806 Change versus comparable prior year period $ (117,858 ) $ 10,666 Percentage change versus comparable prior year period (14.0 )% 1.3 % Changes in Resistors segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (12.0 )% (1.4 )% Change in average selling prices (3.0 )% 1.8 % Foreign currency effects 0.0 % 1.0 % Acquisitions 0.5 % 0.0 % Other 0.5 % (0.1 )% Net change (14.0 )% 1.3 % Gross profit margins and segment operating margins for the Resistors segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 21.9 % 28.3 % 31.5 % Segment operating margin 17.3 % 24.8 % 28.2 % Net revenues of the Resistors segment decreased significantly versus the prior year.
Average selling prices decreased versus the prior year. 49 Resistors Net revenues of the Resistors segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 759,343 $ 725,614 $ 843,472 Change versus comparable prior year period $ 33,729 $ (117,858) Percentage change versus comparable prior year period 4.6 % (14.0 )% Changes in Resistors segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 3.8 % (12.0 )% Decrease in average selling prices (1.1 )% (3.0 )% Foreign currency effects 1.6 % 0.0 % Acquisitions 0.4 % 0.5 % Other (0.1 )% 0.5 % Net change 4.6 % (14.0 )% Gross profit margins and segment operating margins for the Resistors segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 21.2 % 21.9 % 28.3 % Segment operating margin 16.2 % 17.3 % 24.8 % Net revenues of the Resistors segment increased in 2025 versus the prior year.
As of December 31, 2024, we are in a net borrowing position in the U.S. and we expect to continue to be at least through the first half of 2025 based on expected cash payments pursuant to our Stockholder Return Policy and funding of the Newport expansion.
As of December 31, 2025, we are in a net borrowing position in the U.S. and we expect to continue to be at least through 2026 based on expected cash payments pursuant to our Stockholder Return Policy and funding of our growth plan.
We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating acquisition opportunities, particularly of specialty businesses. 52 Capacitors Net revenues of the Capacitors segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 459,296 $ 498,741 $ 509,645 Change versus comparable prior year period $ (39,445 ) $ (10,904) Percentage change versus comparable prior year period (7.9 )% (2.1 )% Changes in Capacitors segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (7.2 )% (5.1 )% Change in average selling prices (0.5 )% 2.2 % Foreign currency effects 0.0 % 0.9 % Other (0.2 )% (0.1 )% Net change (7.9 )% (2.1 )% Gross profit margins and segment operating margins for the Capacitors segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 24.8 % 25.3 % 24.3 % Segment operating margin 19.7 % 21.1 % 20.6 % Net revenues of the Capacitors segment decreased versus the prior year.
We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating acquisition opportunities, particularly of specialty businesses. 51 Capacitors Net revenues of the Capacitors segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 505,560 $ 459,296 $ 498,741 Change versus comparable prior year period $ 46,264 $ (39,445) Percentage change versus comparable prior year period 10.1 % (7.9 )% Changes in Capacitors segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 5.3 % (7.2 )% Change in average selling prices 1.2 % (0.5 )% Foreign currency effects 2.1 % 0.0 % Acquisitions 1.1 % 0.0 % Other 0.4 % (0.2 )% Net change 10.1 % (7.9 )% Gross profit margins and segment operating margins for the Capacitors segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 21.5 % 24.8 % 25.3 % Segment operating margin 16.4 % 19.7 % 21.1 % Net revenues of the Capacitors segment increased significantly in 2025 versus the prior year.
MOSFETs Net revenues of the MOSFETs segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 601,979 $ 778,754 $ 762,260 Change versus comparable prior year period $ (176,775 ) $ 16,494 Percentage change versus comparable prior year period (22.7 )% 2.2 % Changes in MOSFETs segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (17.4 )% (1.8 )% Change in average selling prices (11.0 )% 2.3 % Foreign currency effects 0.0 % 0.5 % Acquisition 3.9 % 1.0 % Other 1.8 % 0.2 % Net change (22.7 )% 2.2 % Gross profit margins and segment operating margins for the MOSFETs segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 14.5 % 33.3 % 36.0 % Segment operating margin 1.1 % 25.1 % 30.0 % Net revenues of the MOSFETs segment decreased significantly in 2024 versus the prior year.
MOSFETs Net revenues of the MOSFETs segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 630,463 $ 601,979 $ 778,754 Change versus comparable prior year period $ 28,484 $ (176,775) Percentage change versus comparable prior year period 4.7 % (22.7 )% Changes in MOSFETs segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 10.8 % (17.4 )% Decrease in average selling prices (6.2 )% (11.0 )% Foreign currency effects 0.6 % 0.0 % Acquisition 0.3 % 3.9 % Other (0.8 )% 1.8 % Net change 4.7 % (22.7 )% Gross profit margins and segment operating margins for the MOSFETs segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 9.8 % 14.5 % 33.3 % Segment operating margin (4.8 )% 1.1 % 25.1 % Net revenues of the MOSFETs segment increased in 2025 versus the prior year.
During the second fiscal quarter of 2024, we repatriated $120 million of accumulated earnings to the United States and paid withholding taxes in Israel of $15 million. As of December 31, 2024, $17 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries.
During the second fiscal quarter of 2025, we repatriated $75 million of accumulated earnings to the United States and paid withholding taxes in Israel of $9.4 million. As of December 31, 2025, $13.4 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries.
Average selling prices decreased versus the prior year. 49 O ptoelectronic Components Net revenues of the Optoelectronic Components segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 212,368 $ 243,146 $ 296,384 Change versus comparable prior year period $ (30,778 ) $ (53,238 ) Percentage change versus comparable prior year period (12.7 )% (18.0 )% Changes in Optoelectronic Components segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (10.5 )% (19.2 )% Change in average selling prices (2.5 )% 0.5 % Foreign currency effects 0.1 % 0.9 % Other 0.2 % (0.2 )% Net change (12.7 )% (18.0 )% Gross profit margins and segment operating margins for the Optoelectronic Components segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 18.0 % 25.6 % 34.7 % Segment operating margin 7.9 % 17.7 % 28.8 % Net revenues of the Optoelectronic Components segment decreased versus the prior year.
Average selling prices decreased versus the prior year. 48 O ptoelectronic Components Net revenues of the Optoelectronic Components segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 216,551 $ 212,368 $ 243,146 Change versus comparable prior year period $ 4,183 $ (30,778 ) Percentage change versus comparable prior year period 2.0 % (12.7 )% Changes in Optoelectronic Components segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 0.4 % (10.5 )% Decrease in average selling prices (0.2 )% (2.5 )% Foreign currency effects 1.9 % 0.1 % Other (0.1 )% 0.2 % Net change 2.0 % (12.7 )% Gross profit margins and segment operating margins for the Optoelectronic Components segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 20.5 % 18.0 % 25.6 % Segment operating margin 10.1 % 7.9 % 17.7 % Net revenues of the Optoelectronic Components segment increased in 2025 versus the prior year.
The new executive management team laid out a three-year plan to expand capacity to support our highest growth and highest return product lines and to position Vishay to be ready for the next phase of megatrends in e-mobility, sustainability, and connectivity.
The new executive management team laid out a three-year plan to expand capacity to support our highest growth and highest return product lines and to position Vishay to be ready for the next phase of megatrends in e-mobility, sustainability, and connectivity. 2023 was the staging year for this plan as all elements of the plan progressed throughout the organization.
The increase is primarily due to increased sales to EMS customers, medical, and military and aerospace end market customers, and customers in the Americas and Asia regions, partially offset by decreased sales to industrial and automotive end market customers and customers in the Europe region. The gross profit margin decreased versus the prior year.
The increase is primarily due to increased sales to distribution customers, industrial and telecommunications end market customers, and customers in the Asia region, partially offset by decreased sales to military and aerospace end market customers. Gross profit margin decreased versus the prior year.
The reconciliations below include certain financial measures which are not recognized in accordance with GAAP, including adjusted net earnings, adjusted earnings per share, and free cash. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity.
The reconciliations below include certain financial measures which are not recognized in accordance with GAAP, including adjusted net earnings, adjusted earnings per share, and free cash. Note 15 to our consolidated financial statements includes the reconciliation for segment operating income. These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity.
At the same time, we are enhancing our channel management while investing in internal resources by adding customer-facing engineers and filling gaps in technology and market coverage. Taken together, each of these initiatives supports our Think Customer First organizational structure. To increase our internal capacity, we had planned to invest approximately $435 million in 2024.
At the same time, we are enhancing our channel management while investing in internal resources by adding customer-facing engineers and filling gaps in technology and market coverage. Taken together, each of these initiatives supports our Think Customer First organizational culture.
Additional information about income taxes is included in Note 5 to our consolidated financial statements. 55 Financial Condition, Liquidity, and Capital Resources Our financial condition as of December 31, 2024 continued to be strong. We have historically been a strong generator of operating cash flows.
Additional information about income taxes is included in Note 5 to our consolidated financial statements. 54 Financial Condition, Liquidity, and Capital Resources Our financial condition as of December 31, 2025 is adequate to meet our capital expenditure and other growth plans. We have historically been a strong generator of operating cash flows.
We continue to pursue our growth plans through investing in capacities for strategic product lines, and through increasing our resources for R&D, technical marketing, and field application engineering; supplemented by opportunistic acquisitions of specialty businesses.
Even as we seek to manage our costs, we remain cognizant of the future requirements of our demanding markets. We continue to pursue our growth plans through investing in capacities for strategic product lines, and through increasing our resources for R&D, technical marketing, and field application engineering; supplemented by opportunistic acquisitions of specialty businesses.
The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the fourth fiscal quarter of 2023 through the fourth fiscal quarter of 2024: 4th Quarter 2023 1st Quarter 2024 2nd Quarter 2024 3rd Quarter 2024 4th Quarter 2024 Days sales outstanding ("DSO") (a) 50 51 51 53 53 Days inventory outstanding ("DIO") (b) 101 104 105 106 109 Days payable outstanding ("DPO") (c) (31 ) (31 ) (31 ) (32 ) (34 ) Cash conversion cycle 120 124 125 127 128 a) DSO measures the average collection period of our receivables.
The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the fourth fiscal quarter of 2024 through the fourth fiscal quarter of 2025: 4th Quarter 2024 1st Quarter 2025 2nd Quarter 2025 3rd Quarter 2025 4th Quarter 2025 Days sales outstanding ("DSO") (a) 53 53 53 53 48 Days inventory outstanding ("DIO") (b) 109 110 109 108 107 Days payable outstanding ("DPO") (c) (34 ) (34 ) (32 ) (31 ) (30 ) Cash conversion cycle 128 129 130 130 125 a) DSO measures the average collection period of our receivables.
The decrease is due to lower sales volume, decreased average selling prices, higher labor and tantalum costs, partially offset by a favorable product mix, and decreased utilities costs. Segment operating margin decreased versus the prior year. The decrease is primarily due to decreased gross profit. Average selling prices have decreased slightly versus the prior year.
The decrease is primarily due to higher material and fixed costs, partially offset by higher sales volume and increased average selling prices. Segment operating margin decreased versus the prior year. The decrease is primarily due to decreased gross profit. Average selling prices have increased slightly versus the prior year.
The following table analyzes the components of the line “Other” on the consolidated statements of operations (in thousands): Years ended December 31, 2024 2023 Change Foreign exchange gain (loss) $ 774 $ 677 $ 97 Interest income 25,479 31,353 (5,874 ) Other components of net periodic pension expense (7,899 ) (8,730 ) 831 Investment income (519 ) 1,347 (1,866 ) Other 1,629 616 1,013 $ 19,464 $ 25,263 $ (5,799 ) 2023 Compared to 2022 Interest expense for the year ended December 31, 2023 increased by $ 8.0 million versus the year ended December 31, 2022.
The following table analyzes the components of the line “Other” on the consolidated statements of operations (in thousands): Years ended December 31, 2024 2023 Change Foreign exchange gain $ 774 $ 677 $ 97 Interest income 25,479 31,353 (5,874 ) Other components of net periodic pension expense (7,899 ) (8,730 ) 831 Investment income (loss) (519 ) 1,347 (1,866 ) Other 1,629 616 1,013 $ 19,464 $ 25,263 $ (5,799 ) 53 Income Taxes For the years ended December 31, 2025, 2024, and 2023, the effective tax rates were 135.2%, (1,145.5)%, and 30.4%, respectively.
The following table summarizes the components of net cash and short-term investments (debt) (in thousands) : December 31, 2024 December 31, 2023 Credit facility $ 136,000 $ - Convertible senior notes, due 2025 41,911 95,102 Convertible senior notes, due 2030 750,000 750,000 Deferred financing costs (22,892 ) (26,914 ) Total debt 905,019 818,188 Cash and cash equivalents 590,286 972,719 Short-term investments 16,130 35,808 Net cash and short-term investments (debt) $ (298,603 ) $ 190,339 "Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP.
The following table summarizes the components of net cash and short-term investments (debt) (in thousands) : December 31, 2025 December 31, 2024 Credit facility $ 219,000 $ 136,000 Convertible senior notes, due 2025 - 41,911 Convertible senior notes, due 2030 750,000 750,000 Deferred financing costs (18,107 ) (22,892 ) Total debt 950,893 905,019 Cash and cash equivalents 514,966 590,286 Short-term investments 265 16,130 Net cash and short-term investments (debt) $ (435,662 ) $ (298,603 ) "Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP.
We had no amount outstanding on our revolving credit facility at December 31, 2023 and $136 million outstanding at December 31, 2024. We borrowed $183 million and repaid $47 million on the revolving credit facility during the fiscal year ended December 31, 2024.
We had $136 million outstanding on our revolving credit facility at December 31, 2024 and $219 million outstanding at December 31, 2025. We borrowed $832 million and repaid $749 million on the revolving credit facility during the fiscal year ended December 31, 2025.
Pursuant to the indenture governing the convertible senior notes due 2030, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in cash or shares of our common stock.
Pursuant to the indenture governing the convertible senior notes due 2030, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in cash or shares of our common stock. We intend to finance the principal amount of any converted notes using borrowings under our credit facility. No conversions have occurred to date.
Such costs are expected to be significantly higher if business results meet or exceed expectations. In September 2024, we announced restructuring actions designed, in part, to optimize our manufacturing footprint and streamline business decision making. We recognized restructuring expense pursuant to on-going benefit arrangements of $40.6 million in 2024.
In September 2024, we announced restructuring actions designed, in part, to optimize our manufacturing footprint and streamline business decision making. We recognized restructuring expense pursuant to on-going benefit arrangements of $40.6 million in 2024.
If we are not in compliance with all of the required financial covenants, the credit facility could be terminated by the lenders, and any amounts then outstanding pursuant to the credit facility could become immediately payable.
Based on our current EBITDA and outstanding revolver balance, the usable capacity on the credit facility is approximately $254 million. If we are not in compliance with all of the required financial covenants, the credit facility could be terminated by the lenders, and any amounts then outstanding pursuant to the credit facility could become immediately payable.
The erosion of average selling prices, particularly of our semiconductor products, that is typical of our industry, and inflation negatively impact contributive margin and drive us to continually seek ways to reduce our variable costs.
Over a period of many years, we have generally maintained a contributive margin of between 45% and 47% of revenues. The erosion of average selling prices, particularly of our semiconductor products, that is typical of our industry, and inflation negatively impact contributive margin and drive us to continually seek ways to reduce our variable costs.
Segment operating margin decreased significantly versus the prior year primarily due to decreased gross profit and increased SG&A costs.
Segment operating margin decreased versus the prior year primarily due to decreased gross profit.
For 2025, we plan to spend between $300 million to $350 million, at least 70% of which will be invested in capacity expansion projects for high growth product lines, including our wafer fab expansions. Free cash flow for the year ended December 31, 2024 decreased versus the year ended December 31, 2023 primarily due to decreased net earnings.
For 2026, we plan to spend between $400 million to $440 million, at least 70% of which will be invested in capacity expansion projects for high growth product lines, including our wafer fab expansions. Free cash flow for the years ended December 31, 2025 and December 31, 2024 were negative primarily due to high levels of capital expenditures for expansion.
Commitments for interest payments on long-term debt are cash commitments based on the stated maturity dates of each agreement and include fees under our revolving credit facility, which expires on May 8, 2028. Commitments for interest payments on long-term debt exclude non-cash interest expense related to the amortization of deferred financing costs.
Accordingly, the capitalized deferred financing costs associated with our long-term debt are excluded from the calculation of long-term debt commitments in the table above. Commitments for interest payments on long-term debt are cash commitments based on the stated maturity dates of each agreement and include fees under our revolving credit facility, which expires on May 8, 2028.
See Notes 1 and 5 to consolidated financial statements for additional information. 46 Results of Operations Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows: Years ended December 31, 2024 2023 2022 Costs of products sold 78.7 % 71.4 % 69.7 % Gross profit 21.3 % 28.6 % 30.3 % Selling, general, and administrative expenses 17.5 % 14.4 % 12.7 % Operating income 0.2 % 14.3 % 17.6 % Income (loss) before taxes and noncontrolling interest (0.1 )% 13.7 % 17.0 % Net earnings (loss) attributable to Vishay stockholders (1.1 )% 9.5 % 12.3 % ________ Effective tax rate (1,145.5 )% 30.4 % 27.5 % Net Revenues Net revenues were as follows (dollars in thousands) : 2024 2023 2022 Net revenues $ 2,937,587 $ 3,402,045 $ 3,497,401 Change versus prior year $ (464,458 ) $ (95,356) Percentage change versus prior year (13.7 )% (2.7 )% Changes in net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (10.9 )% (5.2 )% Change in average selling prices (4.2 )% 1.7 % Foreign currency effects 0.0 % 0.7 % Acquisitions 1.0 % 0.2 % Other 0.4 % (0.1 )% Net change (13.7 )% (2.7 )% Despite the inventory correction that we are experiencing, the long-term prospects for our business remain favorable, and we continue to increase manufacturing capacities for critical product lines.
See Notes 1 and 5 to consolidated financial statements for additional information. 45 Results of Operations Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows: Years ended December 31, 2025 2024 2023 Costs of products sold 80.6 % 78.7 % 71.4 % Gross profit 19.4 % 21.3 % 28.6 % Selling, general, and administrative expenses 17.5 % 17.5 % 14.4 % Operating income 1.9 % 0.2 % 14.3 % Income (loss) before taxes and noncontrolling interest 0.8 % (0.1 )% 13.7 % Net earnings (loss) attributable to Vishay stockholders (0.3 )% (1.1 )% 9.5 % ________ Effective tax rate 135.2 % (1,145.5 )% 30.4 % Net Revenues Net revenues were as follows (dollars in thousands) : 2025 2024 2023 Net revenues $ 3,069,048 $ 2,937,587 $ 3,402,045 Change versus prior year $ 131,461 $ (464,458) Percentage change versus prior year 4.5 % (13.7 )% Changes in net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 4.9 % (10.9 )% Decrease in average selling prices (1.9 )% (4.2 )% Foreign currency effects 1.3 % 0.0 % Acquisitions 0.3 % 1.0 % Other (0.1 )% 0.4 % Net change 4.5 % (13.7 )% For most of 2024 and 2025, we operated in a challenging environment, in part due to distribution customers digesting high channel inventories.
The acquisition of Nexperia's Newport fab in 2024 will enhance the manufacturing capacity and capabilities of our MOSFETs segment. The facility added significant depreciation and other costs to our MOSFETs segment. The facility is generating a loss and we expect it to continue to generate a loss while we invest in new equipment and qualify new products.
The acquisition of Nexperia's Newport fab in 2024 will enhance the manufacturing capacity and capabilities of our MOSFETs segment. The facility added significant depreciation and other costs to our MOSFETs segment. The facility has generated losses while we invested in new equipment and qualified new products. We expect the facility to start generating profit in 2026.
Gross Profit and Margins Gross profit margins for the year ended December 31, 2024 were 21.3%, as compared to 28.6% for the year ended December 31, 2023. The decrease in gross profit margin is primarily due to lower sales volume, decreased average selling prices, and the impact of the Newport acquisition.
The decrease in net revenues in 2024 was primarily due to lower sales volume and decreased average selling prices. Gross Profit and Margins Gross profit margins for the year ended December 31, 2025 were 19.4%, as compared to 21.3% for the year ended December 31, 2024.
The decrease is primarily due to decreased sales to distribution customers, customers in the industrial and automotive end markets, and customers in the Americas and Europe regions, partially offset by increased sales to customers in the Asia region. The gross profit margin decreased slightly versus the prior year.
The increase is primarily due to increased sales to distribution customers, industrial and automotive end market customers, and customers in the Asia and Americas regions. Gross profit margin decreased versus the prior year. The decrease is due to decreased average selling prices and higher materials costs, partially offset by higher sales volume. Segment operating margin decreased versus the prior year.
Various factors could have a material effect on the amount of future principal and interest payments. Principal and interest commitments associated with our convertible notes are based on the amounts outstanding as of December 31, 2024.
Commitments for interest payments on long-term debt exclude non-cash interest expense related to the amortization of deferred financing costs. Various factors could have a material effect on the amount of future principal and interest payments. Principal and interest commitments associated with our convertible notes are based on the amounts outstanding as of December 31, 2025.
The decrease is primarily due to decreased sales to distribution customers and customers in the industrial, power supply, and automotive end markets. The gross profit margin in 2024 decreased versus the prior year primarily due to lower sales volume and decreased average selling prices. Costs associated with the Newport wafer fab also contributed to decreases versus the prior year.
The increase is primarily due to increased sales to distribution customers, computing end market customers, and customers in the Asia region. Gross profit margin decreased versus the prior year primarily due to decreased average selling prices, partially offset by higher sales volume. Costs associated with the Newport wafer fab also contributed to the decrease versus the prior year.
To drive growth and optimize stockholder value, we plan to capitalize on the mega trends of e-mobility, sustainability, and connectivity through initiatives. We are developing go-to-market strategies and investing in and expanding the key product lines for growth that we have identified. In addition, we are strategically expanding our outsourced production of commodity products to subcontractors.
We have developed go-to-market strategies and are investing in and expanding the key product lines for growth that we have identified. In addition, we are strategically expanding our outsourced production of commodity products to subcontractors.
Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt.
Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt. No principal amounts of our debt are due until 2028. The convertible senior notes due 2030 are not currently convertible.
Despite the goodwill impairment charge recorded in 2024, we remain committed to these long-term projects. 48 Diodes Net revenues of the Diodes segment were as follows (dollars in thousands): Years ended December 31, 2024 2023 2022 Net revenues $ 581,975 $ 690,540 $ 765,220 Change versus comparable prior year period $ (108,565 ) $ (74,680 ) Percentage change versus comparable prior year period (15.7 )% (9.8 )% Changes in Diodes segment net revenues were attributable to the following: 2024 vs. 2023 2023 vs. 2022 Change attributable to: Decrease in volume (13.1 )% (11.0 )% Change in average selling prices (3.0 )% 1.0 % Foreign currency effects (0.1 )% 0.4 % Other 0.5 % (0.2 )% Net change (15.7 )% (9.8 )% Gross profit margins and segment operating margins for the Diodes segment were as follows: Years ended December 31, 2024 2023 2022 Gross profit margin 20.8 % 25.4 % 25.9 % Segment operating margin 16.5 % 22.2 % 23.1 % Net revenues of the Diodes segment decreased significantly in 2024.
These are long-term investments which were not expected to generate significant income or cash flows in the near-term, but should greatly enhance the long-term position of our MOSFETs business. 47 Diodes Net revenues of the Diodes segment were as follows (dollars in thousands): Years ended December 31, 2025 2024 2023 Net revenues $ 592,757 $ 581,975 $ 690,540 Change versus comparable prior year period $ 10,782 $ (108,565 ) Percentage change versus comparable prior year period 1.9 % (15.7 )% Changes in Diodes segment net revenues were attributable to the following: 2025 vs. 2024 2024 vs. 2023 Change attributable to: Change in volume 4.7 % (13.1 )% Decrease in average selling prices (3.5 )% (3.0 )% Foreign currency effects 1.0 % (0.1 )% Other (0.3 )% 0.5 % Net change 1.9 % (15.7 )% Gross profit margins and segment operating margins for the Diodes segment were as follows: Years ended December 31, 2025 2024 2023 Gross profit margin 20.1 % 20.8 % 25.4 % Segment operating margin 15.1 % 16.5 % 22.2 % Net revenues of the Diodes segment increased in 2025 versus the prior year.
The decrease is primarily due to lower average selling prices and higher logistics and labor costs. Segment operating margin decreased versus the prior year. The decrease is primarily due to decreased gross profit. Average selling prices decreased versus the prior year.
The decrease is primarily due to decreased gross profit. Average selling prices increased versus the prior year.
The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the fourth fiscal quarter of 2023 through the fourth fiscal quarter of 2024 (dollars in thousands) : 4th Quarter 2023 1st Quarter 2024 2nd Quarter 2024 3rd Quarter 2024 4th Quarter 2024 Net revenues $ 785,236 $ 746,279 $ 741,239 $ 735,353 $ 714,716 Gross profit margin 25.6 % 22.8 % 22.0 % 20.5 % 19.9 % Operating margin (1) 9.9 % 5.7 % 5.1 % (2.5 )% (7.9 )% End-of-period backlog $ 1,381,800 $ 1,253,400 $ 1,145,400 $ 1,075,800 $ 1,051,500 Book-to-bill ratio 0.75 0.82 0.86 0.88 1.01 Inventory turnover 3.6 3.5 3.4 3.4 3.3 Change in ASP vs. prior quarter (0.7 )% (2.5 )% (0.7 )% (1.0 )% (0.6 )% _______________ (1) Operating margin for the third fiscal quarter of 2024 includes $40.6 million of restructuring and severance expenses (see Note 3 to our consolidated financial statements).
The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the fourth fiscal quarter of 2024 through the fourth fiscal quarter of 2025 (dollars in thousands) : 4th Quarter 2024 1st Quarter 2025 2nd Quarter 2025 3rd Quarter 2025 4th Quarter 2025 Net revenues $ 714,716 $ 715,236 $ 762,250 $ 790,640 $ 800,922 Gross profit margin 19.9 % 19.0 % 19.5 % 19.5 % 19.6 % Operating margin (1) (7.9 )% 0.1 % 2.9 % 2.4 % 1.8 % End-of-period backlog $ 1,051,500 $ 1,124,300 $ 1,174,900 $ 1,152,700 $ 1,314,100 Book-to-bill ratio 1.01 1.08 1.02 0.97 1.20 Inventory turnover 3.3 3.3 3.3 3.3 3.4 Change in ASP vs. prior quarter (0.6 )% (1.3 )% 0.0 % (0.3 )% (0.3 )% _______________ (1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency (See Note 2 to our consolidated financial statements).
The decrease versus the prior year is due to decreased sales in all regions to distribution and EMS customers and industrial, automotive, and power supply end market customers. Gross profit margin decreased significantly versus the prior year primarily due to lower sales volume, decreased average selling prices, and higher materials, labor, and fixed costs.
The increase versus the prior year is primarily due to increased sales to distribution customers, industrial and power supply end market customers, and customer in the Europe region. Gross profit margin decreased versus the prior year primarily due to decreased average selling prices, partially offset by higher sales volume.
Managers will be able to earn up to 130% of their former STI bonus targets for results which exceed expectations. The better alignment of the STI program with business results creates higher volatility in costs. The industry downturn that led to results that were below expectations in 2024 led to relatively low bonus accruals and thus lower reported SG&A expenses.
Managers are able to earn up to 130% of their former STI bonus targets for results which exceed expectations. The better alignment of the STI program with business results creates higher volatility in costs.
These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. We closely monitor variable costs and seek to achieve the contributive margin in our business model. Over a period of many years, we have generally maintained a contributive margin of between 45% and 47% of revenues.
The classification of expenses as either variable or fixed is judgmental and other companies might classify such expenses differently. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. We closely monitor variable costs and seek to achieve the contributive margin in our business model.
The decrease was primarily due to decreased sales to distribution customers and customers in the industrial and automotive end markets. Sales decreased in the Europe and Americas regions, partially offset by an increase in sales in the Asia region. The gross profit margin decreased versus the prior year.
The increase is primarily due to increased sales to distribution customers, industrial and healthcare end market customers, and customers in the Asia region, partially offset by decreased sales to military and aerospace end market customers. Gross profit margin decreased versus the prior year. The decrease is primarily due to higher variable costs. Segment operating margin decreased versus the prior year.
Net revenues and margins decreased versus the prior year period primarily due to lower volume and decreased average selling prices. Net revenues for the year ended December 31, 2024 were $2.938 billion, compared to net revenues of $3.402 billion and $3.497 billion for the years ended December 31, 2023 and 2022, respectively.
Net revenues for the year ended December 31, 2025 were $3.069 billion, compared to net revenues of $2.938 billion and $3.402 billion for the years ended December 31, 2024 and 2023, respectively.
Beginning in early 2025, we expect to be in a better position to capture the next step in the growing demand for electrification in our key end-markets. To focus this growth, we have identified product lines for growth across each reportable segment. Most of these product lines serve multiple end-market segments, applications, and business channels.
To focus this growth, we have identified product lines for growth across each reportable segment. Most of these product lines serve multiple end-market segments, applications, and business channels.
Additionally, interest commitments for our revolving credit facility are based on the rate prevailing at December 31, 2024, but actual rates are variable and are certain to change over time. We will pay the final increment of the TCJA transition tax in 2025.
Additionally, interest commitments for our revolving credit facility are based on the rate prevailing at December 31, 2025, but actual rates are variable and are certain to change over time. Our consolidated balance sheet at December 31, 2025 includes liabilities associated with uncertain tax positions in multiple taxing jurisdictions where we conduct business.
Additionally, our convertible senior notes due 2025 and due 2030 have cross-default provisions that could accelerate repayment in the event the indebtedness under the credit facility is accelerated.
Additionally, our convertible senior notes due 2030 have cross-default provisions that could accelerate repayment in the event the indebtedness under the credit facility is accelerated. Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio.
Management uses this measure to determine the amount of profit to be expected for any change in revenues. While these measures are typical cost accounting measures, none of these measures are recognized in accordance with GAAP. The classification of expenses as either variable or fixed is judgmental and other companies might classify such expenses differently.
Contributive margin is calculated as net revenue less variable costs. It may be expressed in dollars or as a percentage of net revenue. Management uses this measure to determine the amount of profit to be expected for any change in revenues. While these measures are typical cost accounting measures, none of these measures are recognized in accordance with GAAP.
The long-term outlook for our business remains strong, although our results are weaker than prior year results.
The long-term outlook for our business remains strong.
Higher labor costs and depreciation expense also negatively impacted the gross profit margin. 47 Segments Analysis of revenues and margins for our segments is provided below. Direct costs of the COVID-19 pandemic are not allocated to the segments.
The decrease in gross profit margin is primarily due to lower average selling prices and higher metals and materials costs. Higher labor costs and depreciation expense also negatively impacted the gross profit margin. 46 Segments Analysis of revenues and margins for our segments is provided below.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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On a selective basis, we have in the past entered into interest rate swap or cap agreements to reduce the potential negative impact that increases in interest rates could have on our outstanding variable rate debt. As of December 31, 2024, 2023, and 2022 we did not have any outstanding interest rate swap or cap agreements.
On a selective basis, we have in the past entered into interest rate swap or cap agreements to reduce the potential negative impact that increases in interest rates could have on our outstanding variable rate debt. As of December 31, 2025, 2024, and 2023 we did not have any outstanding interest rate swap or cap agreements.
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 $8.9 million, 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. 61
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 $10.8 million, 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. 60
Accordingly, we monitor several important cross-rates. 60 We have performed sensitivity analyses of our consolidated foreign exchange risk as of December 31, 2024, 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.
Accordingly, we monitor several important cross-rates. 59 We have performed sensitivity analyses of our consolidated foreign exchange risk as of December 31, 2025, 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.
The interest paid on our credit facilities is based on variable reference rates and an interest margin. At December 31, 2024, we had $136 million outstanding under our revolving credit facilities. Future U.S. dollar borrowings under the revolving credit commitment will bear interest at SOFR plus 2.10%.
The interest paid on our credit facilities is based on variable reference rates and an interest margin. At December 31, 2025, we had $219 million outstanding under our revolving credit facilities. Future U.S. dollar borrowings under the revolving credit commitment will bear interest at SOFR plus 2.10%.
Based on the debt and cash positions at December 31, 2024, we would expect a 50 basis point increase or decrease in interest rates to increase or decrease our annualized net earnings by approximately $1.4 million. See Note 6 to our consolidated financial statements for additional information about our long-term debt.
Based on the debt and cash positions at December 31, 2025, we would expect a 50 basis point increase or decrease in interest rates to increase or decrease our annualized net earnings by approximately $0.8 million. See Note 6 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. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would impact our net earnings by approximately $23.2 million at December 31, 2024.
The foreign currency exchange rates we used were based on market rates in effect at December 31, 2025. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would impact our net earnings by approximately $25.5 million at December 31, 2025.
Our convertible debt instruments bear interest at a fixed rate, and accordingly are not subject to interest rate fluctuation risks. At December 31, 2024, we had $590.3 million of cash and cash equivalents and $16.1 million of short-term investments, which earn interest at various variable rates.
Our convertible debt instruments bear interest at a fixed rate, and accordingly are not subject to interest rate fluctuation risks. At December 31, 2025, we had $515.0 million of cash and cash equivalents and $0.3 million of short-term investments, which earn interest at various variable rates.
Foreign Exchange Risk We are exposed to foreign currency exchange rate risks, particularly due to market values of transactions in currencies other than the functional currencies of certain subsidiaries. We have used forward exchange contracts to economically hedge a portion of these exposures in the past. We had no outstanding forward contracts as of December 31, 2024.
Foreign Exchange Risk We are exposed to foreign currency exchange rate risks, particularly due to market values of transactions in currencies other than the functional currencies of certain subsidiaries. We have used forward exchange contracts to economically hedge a portion of these exposures. We do not use derivatives or other financial instruments for trading or other speculative purposes.
We do not utilize derivatives or other financial instruments for trading or other speculative purposes. Our significant foreign subsidiaries are located in Germany, Israel, the United Kingdom, and Asia. We finance our operations in Europe and certain locations in Asia in local currencies.
We had no outstanding forward contracts as of December 31, 2025. Our significant foreign subsidiaries are located in Germany, Israel, the United Kingdom, and Asia. We finance our operations in Europe and certain locations in Asia in local currencies.

Other VSH 10-K year-over-year comparisons