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VPG 10-K & 10-Q changes, risk factors and insider trading

Vishay Precision Group, Inc. · NYSE · Electronic Components & Accessories · CIK 1487952 · All filings on SEC.gov

Everything below is quoted or computed from Vishay Precision Group, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 28risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-27 (period ending 2025-12-31) with 10-K filed 2025-02-25 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
28removed paragraphs
5reworded paragraphs
9,468 → 8,975words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: supply chain, inflation, labor
“•other factors, including economic instability, inflation, labor shortages, supply chain disruptions and changes in political or market conditions.”
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Reworded topics: israel

Paragraph as it now reads, with added and removed wording marked:

We have principal manufacturing facilities and operations located in Israel. Accordingly, our business is directly influenced by the political, economic and military conditions affecting Israel at any given time. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, terrorist organizations and other militant groups, including the current war between Israel and Hamas.groups. We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises, including the currentrecent war. In response to conflict in or around Israel, we could in the future temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either of our manufacturing locations in Israel due to the impacts of conflicts, such as the war between Israel and Hamas, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production. The intensity and duration of Israel’s current war against Hamas are difficult to predict as are such war’s implications on our operations and on the global economy.conflicts. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition. To the extent practicable, we maintain contingency plans to mitigate the impact on our Israel-based operations and to maintain the safety of our employees which may result from military or political conflicts. These include adjusting production schedules, shipping inventories to our locations and warehouses in other geographies, providing transportation and other resources to employees, and utilizing our other operations.
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Removed text topics: liquidity
“•Economic conditions could result in customers in our markets experiencing financial difficulties, including limited liquidity and their inability to obtain financing or electing to limit spending because of the economy which may result, for example, in customers’ inability to pay us at all or on a timely basis.”
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Removed text topics: liquidity
“•Although we believe we have sufficient liquidity to run our business, under extreme market conditions, there can be no assurance that financing, if needed, would be available or sufficient, and, in such a case, we may not be able to successfully obtain financing on favorable terms, or at all.”
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Removed text topics: covenant
“•we may have difficulty enforcing restrictive covenants against the seller of the acquired business or former employees or other personnel of the acquired business;”
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Removed text topics: regulation
“•changes in rules or regulations applicable to our business; and”
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Full comparison: every changed paragraph (33)

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Removed

•we may incur substantial costs, including advisory fees and diversion of management attention, in evaluating a potential transaction, whether or not the transaction is consummated;

Removed

•we may be unable to achieve the anticipated benefits from the transaction;

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•we may have difficulty integrating the operations, personnel and culture of an acquired business, and may have difficulty retaining the key personnel of the acquired business;

Removed

•we may have difficulty enforcing restrictive covenants against the seller of the acquired business or former employees or other personnel of the acquired business;

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•we may have difficulty incorporating acquired technologies or products into our existing solutions;

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•our ongoing business and management's attention may be disrupted or diverted by transition or integration issues, and the complexity of managing geographically and culturally diverse locations; and

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•we may lose customers of those companies, or may lose our customers due to the change in control or for other reasons.

Reworded

Certain of our products must be qualified or approved under various military and aerospace specifications and other standards. We have qualified certain of our foil resistor products under various military specifications approved and monitored by the DLA, and under certain European military specifications, and various aerospace standards approved by NASA and the ESA. Qualification and specification levels are based in part upon product failure rate.rates. We must continuously perform tests on our products, and for products that are qualified, the results of these tests must be reported to the qualifying organization. Certain of our force sensor products are approved by the NTEP and OIML. Our on-board weighing systems must meet approved standards to make them legal-for-trade. If a product fails to meet the requirements for the applicable classification level or other approval, the product’s classification or approval may be suspended or reduced to a lower level. During the time that the classification is suspended or reduced to a lower level, net revenues and earnings attributable to that product may be adversely affected.

Removed

•borrow additional funds;

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•pay dividends or make other distributions;

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•repurchase our common stock;

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•make investments, including capital expenditures;

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•engage in transactions with affiliates or subsidiaries; or

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•create liens on our assets.

Reworded

We have principal manufacturing facilities and operations located in Israel. Accordingly, our business is directly influenced by the political, economic and military conditions affecting Israel at any given time. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, terrorist organizations and other militant groups, including the current war between Israel and Hamas.groups. We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises, including the currentrecent war. In response to conflict in or around Israel, we could in the future temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either of our manufacturing locations in Israel due to the impacts of conflicts, such as the war between Israel and Hamas, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production. The intensity and duration of Israel’s current war against Hamas are difficult to predict as are such war’s implications on our operations and on the global economy.conflicts. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition. To the extent practicable, we maintain contingency plans to mitigate the impact on our Israel-based operations and to maintain the safety of our employees which may result from military or political conflicts. These include adjusting production schedules, shipping inventories to our locations and warehouses in other geographies, providing transportation and other resources to employees, and utilizing our other operations.

Reworded

As of December 31, 2024,2025, we did not have in place any arrangements to mitigate or hedge against exposures relating to fluctuations in foreign currency exchange rate.rates.

Reworded

We have two classes of common stock: common stock and Class B convertible common stock. The holders of common stock are entitled to one vote for each share held, while the holders of Class B convertible common stock are entitled to 10 votes for each share held. The ownership of Class B convertible common stock is highly concentrated, and holders of Class B convertible common stock effectively can cause the election of directors and the approval or disapproval of other matters requiring stockholder approval. Mrs. Ruta Zandman, the widow of the late founder of our technology, Dr. Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son and a member of our Board of Directors) and Ziv Shoshani (Mrs. Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2024.2025. Holders of our Class B convertible common stock may act in ways that are contrary to, or not in the best interests of, holders of our common stock. The voting rights of the holders of our Class B convertible 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.

Removed

•stockholders may not change the size of the board of directors or, except in limited circumstances, fill vacancies on the board of directors;

Removed

•stockholders may not call special meetings of stockholders;

Removed

•stockholders must comply with advance notice provisions for nominating directors or presenting other proposals at stockholder meetings; and

Removed

•our Board of Directors, may without stockholder approval, issue preferred shares and determine their rights and terms, including voting rights, or adopt a stockholder rights plan.

Removed

•Although we believe we have sufficient liquidity to run our business, under extreme market conditions, there can be no assurance that financing, if needed, would be available or sufficient, and, in such a case, we may not be able to successfully obtain financing on favorable terms, or at all.

Removed

•Continuing market volatility can exert downward pressure on our stock price, which could make it more difficult or unfavorable for us to raise additional capital in the future.

Removed

•Economic conditions could result in customers in our markets experiencing financial difficulties, including limited liquidity and their inability to obtain financing or electing to limit spending because of the economy which may result, for example, in customers’ inability to pay us at all or on a timely basis.

Reworded

Third-partyThird- party service providers, such as subcontractors, distributors and vendors have access to certain portions of our sensitive data. In the event that these service providers do not properly safeguard our data that they hold, security breaches and loss of our data could result. Any such loss of data by our third-party service providers could have a material adverse impact on our business and results of operations.

Removed

•shortfalls in our expected net revenue, earnings or key performance metrics;

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•changes in recommendations or estimates by securities analysts;

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•the announcement of new products by us or our competitors;

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•quarterly variations in our or our competitors’ results of operations;

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•a change in our dividend or stock repurchase activities;

Removed

•developments in our industry or changes in the market for technology stocks;

Removed

•changes in rules or regulations applicable to our business; and

Removed

•other factors, including economic instability, inflation, labor shortages, supply chain disruptions and changes in political or market conditions.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

14new paragraphs
26removed paragraphs
22reworded paragraphs
8,191 → 8,094words in section

New heading “Fourth-Quarter Year-Over-Year Analysis:”

New heading “Fourth-Quarter Sequential Analysis:”

New heading “Growth-Focused Strategy”

Removed heading “The impact of the recent Israel-Hamas war”

Removed heading “Operationally Diversified”

Removed heading “Weighing Solutions”

Removed heading “Measurement Systems”

Removed heading “•15.3% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates”

Removed heading “•7.6% increase related to changes in valuation allowances”

Removed heading “•1.0% increase related to statutory tax rate changes”

Removed heading “•2.9% decrease related to specialty tax credits, such as research credits”

Removed heading “•6.2% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates”

Removed heading “•3.3% increase related to changes in valuation allowances”

Removed heading “•2.3% increase related to residual U.S. tax on foreign earnings”

Removed heading “•1.2% increase related to changes in reserves for uncertain tax positions”

Removed heading “•1.4% decrease related to specialty tax credits, such as research credits”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: tariff, china, israel
“The impact of recent changes in tariffs have had an impact on VPG as we have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries. Beginning in the second quarter of 2025, new tariffs were announced on imports into the U.S. In response several countries have imposed reciprocal tariffs on import from the U.S. and other retaliatory measures. The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports. …”
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Removed text topics: israel
“The impact of the recent Israel-Hamas war”
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Removed text
“•15.3% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates”
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Removed text
“•6.2% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates”
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Removed text
“•2.9% decrease related to specialty tax credits, such as research credits”
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Removed text
“•1.2% increase related to changes in reserves for uncertain tax positions”
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Full comparison: every changed paragraph (62)

Green = added, red = removed. Unchanged paragraphs, 23 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

VPG is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.quality.

Removed

The impact of the recent Israel-Hamas war

Removed

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. resulting in extensive casualties and military engagement. In addition, Hezbollah, another terrorist organization based in Lebanon began attacking Israel. While Israel has entered into ceasefire agreements with Hamas and Hezbollah, the threat of new attacks remains, including from additional extremist groups.

Reworded

As of February 25,27, 20252026 (the date of this filing), following the recent war in Isarel, our operations in Israel have operated at normal levels. The extent and duration of the current war,levels, as well as the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

Added

The impact of recent changes in tariffs have had an impact on VPG as we have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries. Beginning in the second quarter of 2025, new tariffs were announced on imports into the U.S. In response several countries have imposed reciprocal tariffs on import from the U.S. and other retaliatory measures. The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports. VPG continues to actively monitor and evaluate the ongoing situation, focusing on quickly responding to cost and price adjustments.

Removed

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel which manufacture products representing approximately 26 percent of our total worldwide revenues. As of February 25, 2025, these facilities remain open and operational. We have implemented a contingency plan that we believe will secure supply of materials and logistics, build safety stock of finished goods and transfer these goods to our distribution centers outside of Israel, and we continue to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the war, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

Reworded

Net revenues for the year ended December 31, 20242025 were $306.5$307.2 million compared to net revenues of $355.0$306.5 million for the year ended December 31, 2023.2024. Net earnings attributable to VPG stockholders for the year ended December 31, 20242025 were $9.9$5.3 million, or $0.74$ 0.40 per diluted share, compared to $25.7$9.9 million, or $1.88$ 0.74 per diluted share, for the year ended December 31, 2023.2024.

Added

(a) Start-up cost 2025

Reworded

(ab) Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold.sold (c) Acquisition costs associated with the acquisition of Nokra in September 2024 (d) Impact of foreign currency exchange rates on assets and liabilities.

Added

(e) Gain on Sale of Manufacturing Facility in Kent, Washington.

Removed

(b) Acquisition costs associated with the acquisition of Nokra in September 2024 (c) Impact of foreign currency exchange rates on assets and liabilities.

Added

Fourth-Quarter Year-Over-Year Analysis:

Reworded

Net revenues of $72.7$80.6 million for the fourth quarter of 20242025 decreasedincreased 4.1%1.1% from the net revenues of $75.7 million$79.7 reported in the third quarter of 2024,2025 and decreasedincreased 18.8%10.9% from $89.5 million$72.7 for the comparable prior year period.

Added

Net revenues in the Sensors segment of $30.4 million in the fourth quarter of 2025 increased 18.0% from $25.8 million in the fourth quarter of 2024. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and in our Other markets. The Sensors segment gross profit margin of 28.5% declined from 32.0% primarily due to unfavorable foreign exchange rates, unfavorable product mix, and discrete inventory adjustments, partially offset by higher volume.

Added

Net revenues in the Weighing Solutions segment of $27.7 million in the fourth quarter of 2025 increased 7.8% compared to $25.7 million in the fourth quarter of 2024 mainly due to higher revenues in the transportation markets mainly from OEM customers. The Weighing Solutions segment gross profit margin of 33.0% declined from 34.1% a year ago, primarily due to higher discrete manufacturing fixed costs, partially offset by favorable product mix.

Added

Net revenues in the Measurement Systems segment of $22.4 million in the fourth quarter of 2025 increased 6.0% from $21.2 million in the fourth quarter of 2024. The year-over-year increase was primarily attributable to higher revenue in the Steel and AMS markets, which offset lower sales in the Transportation market. The higher year-over-year Measurement Systems segment gross profit margin reflected higher volume partially offset by discrete inventory adjustments.

Added

Fourth-Quarter Sequential Analysis:

Reworded

Net revenues in the Sensors segment of $25.8$30.4 million in the fourth quarter of 20242025 decreased 8.7%3.9% from $28.2$31.6 million in the third quarter of 2024,2025. andThe decreasedsequential 24.8% from $34.3 million in the fourth quarter of 2023. Sequentially, the decline in revenuesdecrease primarily reflected lower sales of advanced sensors in our Other markets for consumer applications and lower precision resistor sales in the Test and Measurement market. The year-over-year decrease in revenues was primarily attributable to lower sales of precision resistors in the Test & MeasurementAMS market and lower sales of advancedstrain sensorsgages in ourthe OtherGeneral marketsIndustrial formarket, consumerwhich applications.offset higher sales of precision resistors in the Test and Measurement markets. The Sensors segment adjusted gross profit margin of 28.5% in the fourth quarter of 2025 declined from the third quarter of 2025 reflecting lower volume, unfavorable product mix and unfavorable foreign exchange rates.

Reworded

Net revenues in the Weighing Solutions segment of $25.7$27.7 million in the fourth quarter of 20242025 increased 2.2%0.7% compared to revenues of $25.2$27.5 million in the third quarter of 2024.2025. The sequential increase in revenues reflected higher revenue in our Industrial Weighing market and in our Other markets,market, which partially offset lower revenue in the Transportation market. NetThe revenuesWeighing inSolutions segment gross profit margin for the fourth quarter of 20242025 of 33.0% decreased 15.4%from compared to $30.4 million40.3% in the fourththird quarter of 20232025, mainlyprimarily duereflected todiscrete lowermanufacturing revenuesitems, inreduction ourof Other markets from OEM customers for precision agricultureinventory, and constructionhigher applicationslogistics and lower revenues in the Transportation and General Industrial markets.costs.

Added

Net revenues in the Measurement Systems segment of $22.4 million in the fourth quarter of 2025 increased 9.1% from $20.6 million in the third quarter of 2025. The sequential increase in revenue was primarily due to higher sales in the Steel and AMS markets. The Measurement Systems segment gross profit margin of 52.8% increased from 50.5% in the third quarter of 2025 due to higher volume, partially offset by discrete inventory adjustments.

Added

Growth-Focused Strategy

Added

Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities. In the fourth quarter of 2025, we refined our business strategy to support the next phase on our path to achieve accelerated growth. This strategic shift follows significant investments over the past several years to streamline and improve our operational and functional efficiencies and capabilities, positioning us to pursue fast growing, higher-volume opportunities driven by macro technological and industrial trends.

Added

As part of this change in strategy, on November 4, 2025, we announced the expansion of our senior management team with two newly created executive positions: Chief Business and Product Officer and Chief Operating Officer, both reporting to the Chief Executive Officer. We believe these roles, along with related organizational changes, will enable us to accelerate growth by leveraging sales and operational capabilities across our business units through increased standardization of business processes, systems, and oversight. We believe that these changes, combined with a company culture which emphasizes business execution, accountability and operational excellence, will lead to the development of higher added value products, faster time to market, and improved customer service, which in turn will contribute to growth in revenue and profits.

Removed

Net revenues in the Measurement Systems segment of $21.2 million in the fourth quarter of 2024 decreased 5.3% from $22.4 million in the third quarter of 2024 and decreased 14.8% from $24.8 million in the fourth quarter of 2023. The sequential decline in revenue was primarily attributable to lower sales of DSI products, which was partially offset by the added revenues related to the acquisition of Nokra on September 30, 2024. The year-over-year decline in revenues was primarily attributable to lower sales of DTS products, which offset the added revenue related to the acquisition of Nokra on September 30, 2024.

Removed

The gross profit margin for the fourth quarter of 2024 decreased 1.8% compared to the third quarter of 2024, and decreased 4.8% from the fourth quarter of 2023.

Removed

Sequentially, gross profit margins improved in the Sensors segment, decreased in the Weighing Solutions segment, and decreased in the Measurement Systems segments. Sequentially, the increase in gross profit margin in the Sensors segment was primarily due to improved manufacturing efficiencies, which offset the impact of lower volume. The decrease in gross margin for the Weighing Solutions segment was primarily due to higher material costs and the reduction in inventory which offset higher volume. In the Measurement Systems segment, the lower adjusted gross profit margin in the fourth quarter of 2024 reflected lower volume and unfavorable product mix.

Removed

Compared to the fourth quarter of 2023, gross profit margins decreased in all of the reporting segments. In the Sensors segment, the decreased in gross profit margin was primarily due to lower volume and unfavorable product mix, which was partially offset by improved manufacturing efficiencies. In the Weighing Solutions segment, the decreased in gross profit margin was primarily due to lower volume. In the Measurement Systems segment, gross profit margin decreased reflecting lower volume and unfavorable product mix.

Removed

Operationally Diversified

Removed

Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities. We use an operationally diversified strategy and structure to be close to our customers and to leverage our high-level engineering expertise to optimize and enhance the performance of our customers' solutions. We seek to maximize the performance and value of our businesses by leveraging our accumulated experience, methodologies, and expertise in driving operational excellence across our functional areas, as well as in the allocation of capital and investment.

Added

For the year ended December 31, 2025, foreign exchange rate impacts increased net revenues by $2.8 million and increase costs of products sold and selling, general, and administrative expenses by $7.4 million. For the year ended December 31, 2024, foreign exchange rate impacts decreased net revenues by $0.9 million and increased costs of products sold and selling, general, and administrative expenses by $1.1 million.

Removed

For the year ended December 31, 2024, foreign exchange rate impacts decreased net revenues by $0.9 million and decrease costs of products sold and selling, general, and administrative expenses by $1.1 million. For the year ended December 31, 2023, foreign exchange rate impacts decreased net revenues by $2.2 million and decreased costs of products sold and selling, general, and administrative expenses by $9.1 million.

Removed

Inventories

Reworded

During the year ended December 31, 2024,2025, net revenues decreasedincreased 13.7%0.2% over the prior year due to higher volume in allthe threeSensors and Weighing solution reporting segments.segments and partially offset by lower volume in the Measurement Systems reporting segment.

Reworded

The gross profit margin for the year ended December 31, 20242025 decreased 1.3%2.1% over the prior year. The decrease in gross profit margin was primarily due to decreased gross profit margins in the Weighing SolutionsSensors and SensorsMeasurement reportingSystems segmentssegments, which was partially offset by increased gross profit margin in the MeasurementWeighing Systems reporting segment.Solutions.

Removed

Sensors

Reworded

For the year ended December 31, 2024,2025, net revenues decreasedincreased 19.7%3.0% as compared to the prior year, duethe increase in revenues was primarily attributable to lowerhigher sales of precision resistors and advanced sensors in the Test and Measurement markets and thein our AMS markets,markets andpartially offset by lower sales ofto advancedother sensors products primarily in the AMS market.markets.

Reworded

For the year ended December 31, 2024,2025, the gross profit margin decreased 4.9%3.4% as compared to the prior year primarily due to lowerunfavorable foreign exchange rates and discrete inventory adjustments, partially offset by higher volume.

Removed

Weighing Solutions

Added

For the year ended December 31, 2025, net revenues increased 3.7% from the prior year. The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market partially offset by lower sales in the Industrial Weighing market.

Removed

For the year ended December 31, 2024, net revenues decreased 12.5% from the prior year.

Reworded

For the year ended December 31, 2024,2025, the gross profit margin decreasedincreased 0.4%0.9% as compared to the prior year, due to lowerfavorable volume.product mix, partially offset by higher one-time manufacturing fixed costs.

Removed

Measurement Systems

Reworded

Changes in the Measurement Systems segment net revenues were attributable to the following:

Reworded

For the year ended December 31, 2024,2025, net revenues decreased 6.1%7.7% as compared to the prior year, the decrease was primarily attributable to lowerdecreased salesrevenue ofin DSIthe Steel and DTSAMS productsmarkets, partially offset by thehigher addedrevenues revenue related toin the acquisitionTransportation of Nokra on September 30, 2024.market.

Reworded

For the year ended December 31, 2024,2025, the gross profit margin increaseddecreased 0.8%2.5% from the prior year mostly due to favorable product mix partially offset by lower volume.volume and discrete inventory adjustments.

Reworded

SG&A expenses for the year ended December 31, 20242025 increased $0.7$2.1 million as compared to the prior year mostlymainly due to addedunfavorable personnelforeign exchange rates, wage increases partially offset by lower sales commissions, headcount and travels costs related to the acquisition of Nokra on September 30, 2024.

Reworded

For the year ended December 31, 2024,2025, wethere were no acquisition costs recorded in our consolidated statements of operations. We recorded acquisition costs in our consolidated statements of operations of $0.1 million in connection with the acquisition of Nokra. There were no acquisition costs recorded in our consolidated statements of operationsNokra for the year ended December 31, 2023.2024.

Reworded

The Company recorded interest expense of $2.5$1.9 million, and $4.0$2.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. Interest expense was lower in 20242025 compared to 20232024 mainly due to partial repayment of loans that occurred in the second half of 2023 and lower borrowing rates during 2024.2025.and the repayment of $11 million on the Company's credit facility in July 2025.

Removed

Other

Reworded

Foreign currency exchange gains and losses represent the impact of changes in foreign currency exchange rates. The change in foreign currency exchange gains / (losses) for the year ended December 31, 2024,2025, as compared to the prior year period, is primarily due to fluctuations in the Israeli shekel, Japanese Yen, Israeli shekelYen and the Canadian dollar.

Reworded

Our effective tax rate for the year ended December 31, 20242025 was 44.0%,39.3%, as compared to 32.3%44.0% for the year ended December 31, 2023.2024. Our effective tax rate was higherlower in 20242025 compared to 20232024 primarily due to increaseslower change in valuation allowances and changes in our geographical mix of income.

Removed

•15.3% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates

Removed

•7.6% increase related to changes in valuation allowances

Removed

•1.0% increase related to statutory tax rate changes

Removed

•2.9% decrease related to specialty tax credits, such as research credits

Removed

•6.2% increase related to the effects of foreign operations primarily related to the difference between the U.S. statutory rate and foreign tax rates

Removed

•3.3% increase related to changes in valuation allowances

Removed

•2.3% increase related to residual U.S. tax on foreign earnings

Removed

•1.2% increase related to changes in reserves for uncertain tax positions

Removed

•1.4% decrease related to specialty tax credits, such as research credits

Showing the first 60 of 62 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-05 (period ending 2026-07-04) with 10-Q filed 2026-05-12 (period ending 2026-04-04).

Risk Factors (10-Q Part II, Item 1A)

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81 → 81words in section

The section in the latest 10-Q reads in full:

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. There have been no material changes in reported risk factors from the information reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

15new paragraphs
6removed paragraphs
35reworded paragraphs
6,512 → 7,010words in section

Removed heading “The impact of the recent wars in Israel on our operations”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: israel
“The impact of the recent wars in Israel on our operations”
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Removed text topics: israel, strike
“On February 28, 2026, Israel launched a preemptive strike on Iran, with military support from the United States. Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel. A ceasefire was reached on April 8, 2026, although there is no assurance that the ceasefire will continue.”
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New text topics: tariff
“On February 20, 2026, the U.S. Supreme Court issued a decision invalidating certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds. Given the significant uncertainty involved, the Company determined to only recognize IEEPA tariff refunds upon receipt. The Company has not received IEEPA tariff refunds during the three and six fiscal months ended July 4, 2026.”
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Removed text topics: israel
“While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the three fiscal months ended April 4, 2026. As of May 12, 2026, these facilities remain open and operational. …”
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Reworded topics: restructuring

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The Company recorded $0.4$0.8 million and $0.2 million of restructuring costs during the fiscal quarter ended AprilJuly 4, 2026 and MarchJune 29,28, 2025, respectively, and $1.2 million and $0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.programs, including the consolidation of certain manufacturing operations to improve operational efficiency and optimize the Company's manufacturing.
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New text topics: tariff
“The Company mitigates the impact of tariff changes through pricing adjustments to customers. Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.”
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Removed

The impact of the recent wars in Israel on our operations

Removed

On February 28, 2026, Israel launched a preemptive strike on Iran, with military support from the United States. Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel. A ceasefire was reached on April 8, 2026, although there is no assurance that the ceasefire will continue.

Removed

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the three fiscal months ended April 4, 2026. As of May 12, 2026, these facilities remain open and operational. The war did not have a material impact on the Company’s financial results or operations for the three fiscal months ended April 4, 2026. We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the conflicts, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

Reworded

VPG have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries. Beginning in the second quarter of 2025, new tariffs were announced on import to the U.S. In response several countries have imposed reciprocal tariffs on import from the U.S. and other retaliatory measures. The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports. The Company mitigates the impact of tariff changes through pricing adjustments to customers. Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.

Added

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds. Given the significant uncertainty involved, the Company determined to only recognize IEEPA tariff refunds upon receipt. The Company has not received IEEPA tariff refunds during the three and six fiscal months ended July 4, 2026.

Added

The Company mitigates the impact of tariff changes through pricing adjustments to customers. Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.

Reworded

Net revenues for the fiscal quarter ended AprilJuly 4, 2026 were $84.4$83.9 million versus $71.7$75.2 million for the comparable prior year period. Net loss attributable to VPG stockholders for the fiscal quarter ended AprilJuly 4, 2026 was $0.3$1.7 million, or $(0.02)$0.13 per diluted share, compared to net lossearnings of $0.9$0.3 million or (0.07)$0.02 per diluted share, for the comparable prior year period.

Added

Net revenues for the six fiscal months ended July 4, 2026 were $168.3 million versus $146.9 million for the comparable prior year period. Net loss attributable to VPG stockholders for the six fiscal months ended July 4, 2026 was $2.0 million, or $0.15 per diluted share, compared to a net loss of $0.7 million or $0.05 per diluted share, for the comparable prior year period.

Reworded

The results of operations for the fiscal quarters ended AprilJuly 4, 2026 and MarchJune 29,28, 2025 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period.

Reworded

(a) RestructuringStart-up cost in 2026.2025.

Reworded

(b) Share-based compensation cost excluded for Non-GAAP results, effective beginning 2026, with prior period comparability.

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The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the firstsecond quarter of 2025 through the firstsecond quarter of 2026.

Reworded

Net revenues for the second fiscal quarter of 2026 decreased 0.5% from the first fiscal quarter of 2026 increased 4.7% from the fourth fiscal quarter of 2025 primarily due to decreases in the Measurement Systems reporting segments, which were partially offset by increases in revenues in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment.segments. Net revenues for the firstsecond fiscal quarter of 2026 increased 17.6%11.7% from the firstsecond fiscal quarter of 2025 due to increases in all reporting segments. Main increase driven by our precision resistors serving AI-related semiconductor, aerospace and defense applications.

Reworded

Net revenues in the Sensors reporting segment increased 9.6%0.3% compared to $30.4 million in the fourth fiscal quarter of 2025 and increased 23.1% from $27.1$33.3 million in the first fiscal quarter of 2026 and increased 25.8% from $26.6 million in the second fiscal quarter of 2025. Sequentially, the increase in revenue primarily reflected higher sales of precision resistors in the Test & Measurement and AMS markets, which was mostly offset by lower sales of strain gages in the Test and Measurement market. The year-over-year increase in revenuesrevenue was primarily attributable to higher sales of precision resistors in the Test and Measurement and AMS and higher sales of strain gage sensors in the AMS and Other markets. Sequentially, the increase primarily reflected higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.

Reworded

Net revenues in the Weighing Solutions reporting segment increased 9.0% from the fourth fiscal quarter of 2025 and increased 14.4%0.4% from the first fiscal quarter of 2026 and increased 3.1% from the second fiscal quarter of 2025. Sequentially, higher revenue in the Transportation market was offset by lower revenue in Other markets. The year-over-year increase in revenuesrevenue was mainly attributable to higher sales in the OtherGeneral marketsIndustrial market for medical applications and the Industrialprocess weighing market. Sequentially, the increase in revenues was primarily due to higher sales in the Other Markets and in our Transportation market.applications.

Reworded

Net revenues in the Measurement Systems reporting segment decreased 7.3% from the fourth fiscal quarter of 2025 and increased 14.0%3.1% from the first fiscal quarter of 2025.2026 Theand year-over-yearincreased increase5.2% was primarily attributable to higher revenue infrom the AMSsecond market,fiscal whichquarter offsetof lower sales in the Steel and Transportation markets.2025. Sequentially, the decrease in revenue was primarily due to lower sales in the AMS and Transportation markets which were partially offset by higher sales in the Steel Market,market. The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets, which offset higherlower sales toin the AMSTransportation market.

Added

Overall gross profit margin in the second fiscal quarter of 2026 decreased 0.4% as compared to the first fiscal quarter of 2026 mainly related to unfavorable foreign currency exchange rates in the Sensors reporting segment which mostly offset by increase in Weighing Solution segment. Gross profit margin in the second fiscal quarter of 2026 decreased 2.1% from the second fiscal quarter of 2025 across all three reporting segments, primarily due to unfavorable foreign currency exchange rate and manufacturing overhead, unfavorable product mix which offset higher volume

Removed

Overall gross profit margin in the first fiscal quarter of 2026 increased 2.2% as compared to the fourth fiscal quarter of 2025 mainly due to the Sensors and Weighing Solutions reporting segment and increased 1.3% from the first fiscal quarter of 2025 primarily due to the Sensors and Measurement system reporting segments which were partially offset by Weighing Solutions reporting segment.

Reworded

For the fiscal quarter ended AprilJuly 4, 2026, the effect of foreign currency exchange rates increased net revenues by $2.4$0.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.7 million, when compared to the comparable prior year period.

Added

For the six fiscal months ended July 4, 2026, the effect of foreign currency exchange rates increased net revenues by $2.8 million, and increased costs of products sold and selling, general, and administrative expenses by $7.5 million, when compared to the comparable prior year period.

Reworded

During the fiscal quarter ended AprilJuly 4, 2026 net revenues increased by 17.6%11.7% as compared to the comparable prior year period, mainly due to higher volume on allthe segmentsSensors primarilysegment attributableand higher sales in the Test & Measurement and AMS markets. Net revenues for the six fiscal months ended July 4, 2026 increased by 14.6%, as compared to Testthe comparable prior year periods. The year-over-year increase in revenues was driven mainly due to higher volume on the Sensors segment and Measurement,higher AMSsales in the Test & Measurement and Other markets.

Reworded

The gross profit margin for the fiscal quarter ended AprilJuly 4, 2026 increaseddecreased by 1.3%2.1% and for the six fiscal months ended July 4, 2026 decreased by 0.4% as compared to the comparable prior year periodperiods. mainlyAlthough onall Sensors and Measurement Systemsthree reporting segments reported higher revenues during the second fiscal quarter of 2026, gross profit margin declined primarily due to highan volume.unfavorable foreign currency exchange rates, unfavorable sales volume mix and higher material and personnel costs.

Reworded

The Sensors segment revenue of $33.3$33.4 million in the firstsecond fiscal quarter of 2026 increased 23.1%25.8% from $27.1$26.6 million in the firstsecond fiscal quarter of 2025. The year-over-year increase in revenuesrevenue was primarily attributable to higher sales of precision resistors in the Test and Measurement and AMS and higher sales of strain gage sensors in the AMS and Other markets.

Added

The Sensors segment revenues of $66.7 million in the six fiscal months ended July 4, 2026, increased 24.5% from $53.6 million as compared to the comparable prior year periods. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets.

Reworded

Gross profit margin for the Sensors segment was 34.8%31.5% for the firstsecond fiscal quarter of 2026, as compared to 30.1%32.0% in the firstsecond fiscal quarter of 2025. The year-over-year increasedecrease in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign currency exchange rates.rates, which offset higher volume.

Added

Gross profit margin for the six fiscal months ended July 4, 2026 was 33.1%, as compared to 31.0% in the six fiscal months ended June 28, 2025. The year-over-year increase in gross profit margin was attributable to higher sales volume partially offset due to unfavorable foreign currency exchange rates and higher personnel cost.

Reworded

The Weighing Solutions segment revenue of $30.2$30.3 million in the firstsecond fiscal quarter of 2026 increased 14.4%3.1% compared to $26.4$29.4 million in the firstsecond fiscal quarter of 2025. The year-over-year increase in revenuesrevenue was mainly attributable to higher sales in the OtherGeneral marketsIndustrial market for medical applications and the Industrialprocess weighing market.applications.

Added

The Weighing Solutions segment revenues of $60.6 million in the six fiscal months ended July 4, 2026, increased 8.4% from $55.9 million as compared to the comparable prior year periods. The year-over-year increase in revenues was mainly attributable to higher sales in the General Industrial, Transportation and Industrial Weighing markets.

Reworded

Gross profit margin for the Weighing Solutions segment was 34.2%37.3% for the firstsecond fiscal quarter of 2026, which decreased compared to 36.8%39.6% in the firstsecond fiscal quarter of 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, higher manufacturing fixed costs, partiallywhich offset by higher volume and favorable foreign exchange rates.volume.

Added

Gross profit margin for the six fiscal months ended July 4, 2026 was 35.8% as compared to 38.2% in the six fiscal months ended June 28, 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix and higher personnel cost, partially offset by higher volume and favorable foreign exchange rates.

Reworded

The Measurement Systems segment revenue of $20.8$20.2 million in the firstsecond fiscal quarter of 2026 increased by 14.0%5.2% compared to $18.3$19.2 million in the firstsecond fiscal quarter of 2025. The year-over-year increase was primarily attributable to higher revenue in the AMS market,and Steel markets, which offset lower sales in the Steel and Transportation markets.market.

Added

The Measurement Systems segment revenues of $41.0 million in the six fiscal months ended July 4, 2026, increased 9.5% from $37.4 million as compared to the comparable prior year periods. The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets partially offset by lower sales in Transportation market.

Reworded

Gross profit margin for the Measurement Systems segment was 52.6%52.5% for the firstsecond fiscal quarter of 2026,2026 as compared to 50.3%54.6% in the firstsecond fiscal quarter of 2025. The year-over-year increasedecrease in gross profit margin was primarily due to higher sales volume and unfavorable product mix.mix which offset higher volume.

Added

Gross profit margin for the six fiscal months ended July 4, 2026 was 52.6% as compared to 52.5% in the six fiscal months ended June 28, 2025. The year-over-year increase in gross profit margin was primarily due to higher volume.

Reworded

SG&ASelling, general and administrative expenses for the threefiscal quarter ended and six fiscal months ended AprilJuly 4, 2026 increased $5.4$4.3 million and $9.6 million respectively, compared to the comparable prior year period,period. The increases were primarily dueattributable to the impact of foreign exchange differences,impacts, ashigher wellbonus asreserve reflecting improved operating performance, and investments in building organizational infrastructure and strategic programsgrowth aimed at supporting the company’s revenue growth, including theinitiatives recently announced organizational changes and the establishment of the Chief Business and Product Officer and Chief Operating Officer functions.

Reworded

The Company recorded $0.4$0.8 million and $0.2 million of restructuring costs during the fiscal quarter ended AprilJuly 4, 2026 and MarchJune 29,28, 2025, respectively, and $1.2 million and $0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.programs, including the consolidation of certain manufacturing operations to improve operational efficiency and optimize the Company's manufacturing.

Reworded

Other Income (Expense)

Reworded

Foreign currency exchange gain or loss are due to volatility in the global currency markets. For the fiscal quarter ended AprilJuly 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel andagainst the BritishU.S. pounddollar. For the six fiscal months ended July 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S. dollar.

Added

For the fiscal quarter ended July 4, 2026, the Company reported tax benefits, and its effective tax rate was 8% compared to the fiscal quarter ended June 28, 2025, where the Company reported tax expenses, and its effective tax rate was 66%.

Added

The year-over-year change in the effective tax rate was primarily driven by the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S. entities.

Added

For the six months ended July 4, 2026, the Company reported tax benefits, and its effective tax rate of 1%, compared to the six months ended June 28, 2025, where the Company reported income taxes at an effective tax rate of (66)%.

Added

The change in effective tax rate in the six months ended July 4, 2026, compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter profits that increased the Company’s tax expenses, in addition to the effect of foreign currency exchange rates on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.

Removed

The Company reported tax expenses, and its effective tax rate was (81.4%) for the first fiscal quarter of 2026, compared to the first fiscal quarter of 2025, where the Company reported tax benefits, and its effective tax rate was 25.8%. The effective tax rate for the fiscal quarter ended April 4, 2026, was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S. taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025. Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.

Reworded

WeThe believeCompany believes that ourits current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to meetsupport ourits liquidityworking needscapital requirements, capital expenditures and strategic initiatives for at least the nextforeseeable 12 months.future.

Reworded

On July 17, 2025,2025 and June 30, 2026, the Company made a partial repayment of itsthe revolvingoutstanding debtbalance under the 2024 Credit Agreement in the amount of $11.0 million and $5.0 million, respectively, using proceeds from the sale of manufacturing facility.facility and excess cash from operation. The repaymentrepayments waswere made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving2024 creditRevolving facility.Facility. ThisAs repaymentof isJuly expected4, to2026, reducethe annualoutstanding balance under the 2024 Revolving Facility was $16.0 million, bearing interest expenseat byvariable approximatelyrates $660,000.based on the Credit Agreement.

Removed

As of April 4, 2026, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.

Reworded

The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries. The obligations of the Company and the guarantors under the 2024 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors. The 2024 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at AprilJuly 4, 2026. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

Reworded

Our business has historically generated significant cash flow. For the threesix fiscal months ended AprilJuly 4, 2026, cash provided by operating activities was $(0.60.3) million compared to $5.2$11.2 million in the comparable prior year period. Our net cash used in investing activities for the threesix fiscal months ended AprilJuly 4, 2026 was higher compared to the prior year period mainly due to higher capital spending. Our net cash used in financing activities for the six fiscal months ended July 4, 2026 was significantly higher when compared with the prior year period, due to the partial repayment on the 2024 Revolving Facility.

Reworded

Approximately 91%89% of our cash and cash equivalents balance at AprilJuly 4, 2026 and 91% at December 31, 2025 were held by our non-U.S. subsidiaries.

Reworded

See the following table for the percentage of cash and cash equivalents, by region, at AprilJuly 4, 2026 and December 31, 2025:

Reworded

If we should require more capital in the United States than is generated by our domestic operations, for example, to fund significant discretionary activities, such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances. These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings. We consider the majority of the undistributed earnings of our foreign subsidiaries, as of AprilJuly 4, 2026, to be indefinitely reinvested.

Reworded

Adjusted free cash flow generated during the threesix fiscal months ended AprilJuly 4, 2026, was $(3.75.1) million. We refer to the amount of cash provided by operating activities ($(0.60.3) million) in excess of our capital expenditures ($3.1$5.0 million), net of proceeds from the sale of assets,assets if($0.3 any,million) as “adjusted free cash flow.”

Reworded

The following table summarizes the components of net cash at AprilJuly 4, 2026 and December 31, 2025 (in thousands):

Reworded

Our financial condition as of AprilJuly 4, 2026 remains strong, with a current ratio (current assets to current liabilities) of 4.54.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2025.

Reworded

Cash paid for property and equipment for the threesix fiscal months ended AprilJuly 4, 2026 was $3.1$5.0 million compared to $1.5$2.8 million in the comparable prior year period. The increase reflects the Company’s continued investment in equipment as part of its strategic focus on expanding operational infrastructure. These investments are intended to enhance capacity and support the Company’s long-term revenue growth and business expansion plans.

Reworded

As of AprilJuly 4, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements.

VPG insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-05-19Lorber Erez
Director
Grant/award 820— —6,127 SEC
2026-05-19Altman Yaacov
Director
Grant/award 820— —3,862 SEC
2026-05-19Swersky Sofer Nava
Director
Grant/award 820— —5,450 SEC
2026-05-19Reibstein Saul
Director
Grant/award 820— —27,632 SEC
2026-05-19Gulati Sejal Shah
Director
Grant/award 820— —7,532 SEC

Well-known investors holding VPG (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies COM2026-06-30395,673$59.3M0.08%Reduced 9%
Two Sigma Investments COM2026-06-30118,862$17.8M0.01%Added 197%
D. E. Shaw & Co. COM2026-06-30117,826$17.7M0.01%New position
First Eagle Investment Management COM2026-06-3069,000$10.3M0.02%Reduced 5%
Point72 Asset Management (Steve Cohen) COM2026-06-3059,768$9.0M0.01%Added 253%
Polen Capital Management COM2026-06-3032,744$4.9M0.04%Added 35%
AQR Capital Management (Cliff Asness) COM2026-06-3016,471$2.5M0.0%Added 17%
Citadel Advisors (Ken Griffin) COM2026-06-3012,478$1.9M0.0%New position
Millennium Management (Israel Englander) COM2026-06-303,510$526.2K0.0%New position

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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