Business Context and Reporting Period
Company: Vishay Intertechnology, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 5, 2026
Reporting Period: Fiscal quarter and six fiscal months ended July 4, 2026.
This filing serves to announce the release of financial results for the period ended July 4, 2026, and provides detailed disclosure regarding the computation of diluted earnings per share (EPS) for the third fiscal quarter of 2026.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, and Liquidity: The filing text does not provide specific values for revenue, net income, cash flow, operating margins, total debt, or liquidity ratios. These figures are contained in the attached press release (Exhibit 99.1) referenced in Item 2.02 but are not included in the body of this 8-K.
Capital Structure and Dilution Metrics:
- Shares Outstanding: Approximately 153 million shares (common and class B).
- Convertible Debt: $750 million principal amount of Senior Convertible Notes due 2030.
- Conversion Price: $30.16 per $1,000 principal amount (33.1609 shares per $1,000).
- Restricted Stock Units (RSUs): Generally less than 5 million incremental shares included in diluted EPS.
Material Changes and EPS Sensitivity
The filing details the sensitivity of the diluted share count to the average market price of the company's stock during the third fiscal quarter of 2026. The number of shares included in the diluted EPS calculation increases as the average stock price rises above the conversion price of $30.16.
| Average Stock Price | Projected Diluted Shares (Millions) |
|---|---|
| < $30.16 | 157 |
| $35.00 | 161 |
| $40.00 | 164 |
| $45.00 | 166 |
| $50.00 | 168 |
| $55.00 | 169 |
| $60.00 | 170 |
| $65.00 | 171 |
Guidance, Outlook, and Risks
Management Commentary: The company clarifies that the 2030 Notes are included in the diluted EPS computation using the "If Converted Method" without an adjustment for interest expense. Settlement of the notes involves cash for the principal amount, with any additional value settled at the company's option in cash, stock, or a combination.
Risks and Contingencies:
- Estimation Risk: The share estimates are unaudited and assume no share or convertible debt repurchases during the quarter. Changes in these parameters could materially impact the diluted EPS calculation.
- Forward-Looking Limitations: The presentation is not a forecast of future EPS values or stock prices. The company assumes no duty to revise these estimates based on parameter changes.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for actual revenue, profit, and cash flow figures for the quarter ended July 4, 2026.
- Verify the actual average stock price for the third fiscal quarter of 2026 to determine the precise diluted share count applicable to the reported EPS.
- Confirm whether any share repurchases or debt conversions occurred during the quarter, as the provided estimates assume none.
- Check the company's Form 10-Q and Form 10-K for historical EPS computations to compare against the current methodology.