Form 8-K VISHAY INTERTECHNOLOGY For: Aug 05
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 2.02 – Results of
Operations and Financial Condition
On
August 5, 2026, Vishay Intertechnology, Inc. ("the Company") issued
a press release announcing its financial results for the fiscal quarter and
six fiscal months ended July 4, 2026. A copy of the press release is
attached as Exhibit 99.1 to this report.
Item 7.01 – Regulation FD
Disclosure
Computational Guidance on
Earnings Per Share Estimates
The
Company frequently receives questions from analysts and stockholders regarding
its diluted earnings per share ("EPS") computation. The
information furnished in this Form 8-K provides additional information on the
impact of key variables on the EPS computation, particularly as they relate to
the third fiscal quarter of 2026.
Accounting
principles require that EPS be computed based on the weighted average shares
outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to equity awards and convertible debt)
if those potentially issuable shares would reduce EPS ("diluted").
The
number of shares related to equity awards included in diluted EPS is based on
the "Treasury Stock Method" prescribed in Financial Accounting
Standards Board ("FASB") ASC Topic 260, Earnings Per Share
("FASB ASC Topic 260"). This method assumes a theoretical
repurchase of shares using the unrecognized compensation expense and any other
proceeds at a price equal to the issuer's average stock price during the
related earnings period. Accordingly, the number of shares
includable in the calculation of diluted EPS in respect of equity awards is
dependent on this average stock price and will increase as the average stock
price increases. This method is also utilized for net share settlement
debt.
The
number of shares includable in the calculation of diluted EPS in respect of
conventional convertible or exchangeable securities is based on the "If
Converted Method" prescribed in FASB ASC Topic 260. This method
assumes the conversion or exchange of these securities for shares of common
stock.
Pursuant to the indenture governing the senior convertible notes due 2030 (the "2030 Notes"), Vishay is required to pay the principal amount of the senior convertible debt instruments in cash. Vishay, at its option, will settle any additional value in cash, common stock, or a combination of both.
The 2030 Notes will be included in the diluted EPS computation using the "If Converted Method," but with no adjustment for interest expense.
The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's convertible securities currently outstanding and their exercise and conversion features currently in effect. The Company adjusts its calculation for the estimated effect of expected quarterly activity. The estimates assume no share or convertible debt instrument repurchases during the third fiscal quarter of 2026. Changes in these parameters or estimates could have a material impact on the calculation of diluted EPS.
The following
estimates of shares expected to be used in the calculation of diluted EPS
should be read in conjunction with the information on earnings per share in the
Company's filings on Form 10-Q and Form 10-K. These estimates are
unaudited and are not necessarily indicative of the shares used in the diluted
EPS computation for any prior period. The estimates below are not
necessarily indicative of the shares to be used in the quarterly diluted EPS
computation for any period subsequent to the third fiscal quarter of
2026. The Company assumes no duty to revise these estimates as a result
of changes in the parameters on which they are based or any changes in
accounting principles. Also, the presentation is not intended as a
forecast of EPS values or share prices of the Company's common stock for any
period.
For the third fiscal quarter of
2026:
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The
Company has approximately 153 million shares issued and outstanding, including
shares of common stock and class B common stock.
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The
number of shares included in diluted EPS related to restricted stock units
does not vary significantly and is generally less than 5 million incremental
shares.
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The
Company's Convertible Senior Notes due 2030 are convertible at a conversion
price of $30.16 per $1,000 principal amount, equivalent to 33.1609 shares per
$1,000 principal amount. There is $750 million principal amount of
the notes outstanding. The number of shares of common stock that Vishay will
include in its diluted earnings per share computation, assuming an average
market price for Vishay common stock in excess of the conversion price, will
be determined in accordance with the following formula:
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S = [$750,000,000 / $1000] * [(P - $30.16) * 33.1609] / P
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where
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S =
the number of shares to be included in diluted EPS, and
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P =
the average market price of Vishay common stock for the quarter.
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If
the average market price is less than $30.16, no shares will be included in
the diluted earnings per share computation.
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Accordingly, the
following table summarizes the approximate number of shares to be included in
the denominator of the diluted EPS calculation assuming net earnings
attributable to Vishay stockholders for various average stock prices (number
of shares in millions):
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Average Stock Price
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Projected Diluted Shares
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$
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<30.16
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157
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| $ | 35.00 | 161 | ||||||
| $ | 40.00 | 164 | ||||||
| $ | 45.00 | 166 | ||||||
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$
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50.00
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168
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$
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55.00
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169
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| $ | 60.00 | 170 | ||||||
| $ | 65.00 | 171 | ||||||
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||
| 99.1 |
Press release dated August 5, 2026. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: August 5, 2026
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ David L. Tomlinson |
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Name:
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David L. Tomlinson
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Title:
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Senior Vice President – Chief Accounting Officer
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