UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________

Commission File Number 0-18277

VICOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	04-2742817
(State of Incorporation)	(I.R.S. Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Office)

(978) 470-2900

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class 

     Trading Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value 
$0.01 per share

      VICR

     The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of ~~April~~July 2224, 2025 was:

Common Stock, $.01 par value	33,~~469~~180,~~514~~546
Class B Common Stock, $.01 par value	11,738,718

Table of Contents

VICOR CORPORATION

INDEX

	Page
Part I — Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024	1
Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024	3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	4
Condensed Consolidated Statements of Equity for the three months ended March 31, 2025 and 2024	5
Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2025 and 2024	5
Notes to Condensed Consolidated Financial Statements	67
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	1518
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	2228
Item 4 — Controls and Procedures	2329
Part II — Other Information:	2430
Item 1 — Legal Proceedings	2430
Item 1A — Risk Factors	2430
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	2430
Item 5 — Other Information	2430
Item 6 — Exhibits	2531
Signatures	2632
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

Table of Contents

VICOR CORPORATION

Part I – Financial Information

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	~~296~~338,~~099~~541		$	277,273
Accounts receivable, net		6555,~~864~~085			52,948
Inventories		9895,~~515~~493			106,032
Other current assets		2625,~~486~~662			26,781
Total current assets		~~486~~514,~~964~~781			463,034
Long-term deferred tax assets, net		~~273~~281			261
Long-term investment, net		2,~~664~~584			2,641
Property, plant and equipment, net		~~153~~154,~~117~~285			152,705
Other assets		2221,~~020~~578			22,477
Total assets	$	~~665~~693,~~038~~509		$	641,118
Liabilities and Equity
Current liabilities:
Accounts payable	$	16,~~866~~805		$	8,737
Accrued compensation and benefits		1213,~~548~~351			10,852
Accrued litigation		27,~~219~~563			26,888
Accrued expenses		83,~~558~~351			6,589
Short-term lease liabilities		1,~~675~~699			1,716
Sales allowances		2,~~114~~639			1,667
Income taxes payable		572,926			59
Short-term deferred revenue and customer prepayments		65,~~624~~506			5,312
Total current liabilities		7573,~~661~~840			61,820
Long-term income taxes payable		34,~~461~~809			3,387
Long-term lease liabilities		5,~~353~~994			5,620
Total liabilities		84,~~475~~643			70,827
Commitments and contingencies (Note 11)
Equity:
Vicor Corporation stockholders’ equity:
Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,738,718 shares issued and outstanding in 2025 and 2024		118			118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 45,170,879 shares issued and 33,521,769 shares outstanding in 2025; 45,082,156 shares issued and 33,433,046 shares outstanding in 2024		453			452
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 45,202,560 shares issued and 33,141,231 shares outstanding in 2025; 45,082,156 shares issued and 33,433,046 shares outstanding in 2024		453			452
Additional paid-in capital		~~415~~419,~~131~~814			407,617
Retained earnings		~~305~~346,~~342~~534			302,803
Accumulated other comprehensive loss		(1,~~312~~291	)		(1,495	)
Treasury stock at cost: 11,649,110 shares in 2025 and 2024		(139,424	)		(139,424	)
Treasury stock at cost: 12,061,329 shares in 2025 and 11,649,110 shares in 2024		(157,033	)		(139,424	)
Total Vicor Corporation stockholders’ equity		~~580~~608,~~308~~595			570,071
Noncontrolling interest		~~255~~271			220
Total equity		~~580~~608,~~563~~866			570,291
Total liabilities and equity	$	~~665~~693,~~038~~509		$	641,118

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Product revenue	$	8385,~~206~~693		$	7576,~~692~~583		$	168,899		$	152,275
Royalty revenue		10,~~762~~353			89,~~180~~271			21,115			17,451
Net revenues		93,968			83,872
Patent litigation settlement		45,000			—			45,000			—
Cost of product revenues		49,603			38,749
Total net revenues and patent litigation settlement		141,046			85,854			235,014			169,726
Gross margin		44,365			45,123
Cost of product revenues		48,918			43,083			98,521			81,832
Operating expenses:
Gross margin		92,128			42,771			136,493			87,894
Selling, general and administrative		25,137			25,999
Operating expenses:
Research and development		19,377			18,039
Selling, general and administrative		27,952			23,318			53,089			49,317
Litigation-contingency expense		—			17,200
Research and development		18,791			16,939			38,168			34,978
Total operating expenses		44,514			61,238
Litigation-contingency expense		—			2,300			—			19,500
Loss from operations		(149	)		(16,115	)
Total operating expenses		46,743			42,557			91,257			103,795
Other income (expense), net:
Income (loss) from operations		45,385			214			45,236			(15,901	)
Total unrealized gains on available-for-sale securities, net		23			92
Other income (expense), net:
Less: portion of gains recognized in other comprehensive income		(23	)		(92	)
Total unrealized (losses) gains on available-for-sale securities, net		(80	)		(22	)		(57	)		70
Net credit gains recognized in earnings		—			—
Less: portion of losses (gains) recognized in other comprehensive income		80			22			57			(70	)
Other income (expense), net		3,134			2,724
Net credit gains recognized in earnings		—			—			—			—
Total other income (expense), net		3,134			2,724
Other income (expense), net		3,657			2,807			6,791			5,531
Income (loss) before income taxes		2,985			(13,391	)
Total other income (expense), net		3,657			2,807			6,791			5,531
Less: Provision for income taxes		424			1,071
Income (loss) before income taxes		49,042			3,021			52,027			(10,370	)
Consolidated net income (loss)		2,561			(14,462	)
Less: Provision for income taxes		7,842			4,216			8,266			5,287
Less: Net income attributable to noncontrolling interest		22			11
Consolidated net income (loss)		41,200			(1,195	)		43,761			(15,657	)
Net income (loss) attributable to Vicor Corporation	$	2,539		$	(14,473	)
Less: Net income attributable to noncontrolling interest		8			1			30			12
Net income (loss) per common share attributable to Vicor Corporation:
Net income (loss) attributable to Vicor Corporation	$	41,192		$	(1,196	)	$	43,731		$	(15,669	)
Basic	$	0.06		$	(0.33	)
Net income (loss) per common share attributable to Vicor Corporation:
Diluted	$	0.06		$	(0.33	)
Basic	$	0.92		$	(0.03	)	$	0.97		$	(0.35	)
Shares used to compute net income (loss) per common share attributable to Vicor Corporation:
Diluted	$	0.91		$	(0.03	)	$	0.97		$	(0.35	)
Basic		45,217			44,516
Shares used to compute net income (loss) per common share attributable to Vicor Corporation:
Diluted		45,495			44,516
Basic		45,007			44,855			45,112			44,686
Diluted		45,077			44,855			45,286			44,686

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Consolidated net income (loss)	$	241,~~561~~200		$	(141,~~462~~195	)	$	43,761		$	(15,657	)
Foreign currency translation gains (losses), net of tax (1)		~~173~~109			(~~226~~185	)		282			(411	)
Unrealized gains on available-for-sale securities, net of tax (1)		23			92
Unrealized (losses) gains on available-for-sale securities, net of tax (1)		(80	)		(22	)		(57	)		70
Other comprehensive income (loss)		~~196~~29			(~~134~~207	)		225			(341	)
Consolidated comprehensive income (loss)		241,~~757~~229			(141,~~596~~402	)		43,986			(15,998	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		3516			(613	)		51			(19	)
Comprehensive income (loss) attributable to
Comprehensive income (loss) attributable to Vicor Corporation	$	41,213		$	(1,389	)	$	43,935		$	(15,979	)
Vicor Corporation	$	2,722		$	(14,590	)

(1)

The deferred tax assets associated with foreign currency translation gains (losses) and unrealized (losses) gains on available-for-sale securities are completely offset by a tax valuation allowance as of ~~March~~June 3130, 2025 and 2024. Therefore, there is no income tax benefit (provision) recognized for the three and six months ended ~~March~~June 3130, 2025 and 2024.

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2025			2024
Operating activities:
Consolidated net income (loss)	$	243,~~561~~761		$	(1415,~~462~~657	)
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
Depreciation and amortization		510,~~189~~379			49,~~614~~275
Stock-based compensation expense		48,~~349~~058			37,~~780~~211
Provision for doubtful accounts		7			—
Litigation-contingency expense		—			1719,~~200~~500
Decrease in long-term deferred revenue		—			(~~360~~720	)
Decrease (increase) in other assets		480			(99	)
Decrease in other assets		991			227
Deferred income taxes		(24	)		411
Decrease in long-term income taxes payable		74			8
Increase (decrease) in long-term income taxes payable		1,422			(311	)
Change in current assets and liabilities, net		720,~~470~~739			(81,~~103~~388	)
Net cash provided by operating activities		2085,~~128~~353			218,~~582~~148
Investing activities:
Additions to property, plant and equipment and internal-use software		(410,~~550~~754	)		(713,~~270~~411	)
Net cash used for investing activities		(410,~~550~~754	)		(713,~~270~~411	)
Financing activities:
Proceeds from employee stock plans		34,~~166~~140			15,~~756~~138
Net cash provided by financing activities		3,166			1,756
Repurchases of Common Stock		(17,609	)		—
Effect of foreign exchange rates on cash		82			(115	)
Net cash (used for) provided by financing activities		(13,469	)		5,138
Net increase (decrease) in cash and cash equivalents		18,826			(3,047	)
Effect of foreign exchange rates on cash		138			(210	)
Net increase in cash and cash equivalents		61,268			9,665
Cash and cash equivalents at beginning of period		277,273			242,219
Cash and cash equivalents at end of period	$	~~296~~338,~~099~~541		$	~~239~~251,~~172~~884
Supplemental disclosure:
Purchases of property, plant and equipment and internal-use software incurred but not yet paid	$	2,~~990~~279		$	12,~~983~~133

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’			Noncontrolling		Total
	Stock		Stock		Capital		Earnings		(Loss) Income			Stock			Equity			Interest		Equity
Three Months Ended March 31, 2025
Three Months Ended June 30, 2025
Balance on December 31, 2024	$	118	$	452	$	407,617	$	302,803	$	(1,495	)	$	(139,424	)	$	570,071		$	220	$	570,291
Issuance of Common Stock under employee stock plans				1		3,165										3,166					3,166
Stock-based compensation expense						4,349										4,349					4,349
Components of comprehensive income, net of tax:
Net income								2,539								2,539			22		2,561
Other comprehensive income										183						183			13		196
Total comprehensive income																2,722			35		2,757
Balance on March 31, 2025	$	118	$	453	$	415,131	$	305,342	$	(1,312	)	$	(139,424	)	$	580,308		$	255	$	580,563
Issuance of Common Stock under employee stock plans						974										974					974
Stock-based compensation expense						3,709										3,709					3,709
Repurchases of Common Stock													(17,609	)		(17,609	)				(17,609	)
Components of comprehensive income, net of tax:
Net income								41,192								41,192			8		41,200
Other comprehensive income										21						21			8		29
Total comprehensive income																41,213			16		41,229
Balance on June 30, 2025	$	118	$	453	$	419,814	$	346,534	$	(1,291	)	$	(157,033	)	$	608,595		$	271	$	608,866

																Total
										Accumulated						Vicor
	Class B				Additional					Other						Corporation
	Common		Common		Paid-In		Retained			Comprehensive			Treasury			Stockholders’			Noncontrolling			Total
	Stock		Stock		Capital		Earnings			Income (Loss)			Stock			Equity			Interest			Equity
Three Months Ended March 31, 2024
Six Months Ended June 30, 2025
Balance on December 31, 2023	$	118	$	445	$	383,832	$	296,674		$	(1,273	)	$	(138,927	)	$	540,869		$	237		$	541,106
Balance on December 31, 2024	$	118	$	452	$	407,617	$	302,803		$	(1,495	)	$	(139,424	)	$	570,071		$	220		$	570,291
Issuance of Common Stock under employee stock plans				1		14,~~755~~139											14,~~756~~140						14,~~756~~140
Stock-based compensation expense						38,~~780~~058											38,~~780~~058						38,~~780~~058
Components of comprehensive income (loss), net of tax:
Repurchases of Common Stock														(17,609	)		(17,609	)					(17,609	)
Net (loss) income								(14,473	)								(14,473	)		11			(14,462	)
Components of comprehensive (loss) income, net of tax:
Other comprehensive loss											(117	)					(117	)		(17	)		(134	)
Net income								43,731									43,731			30			43,761
Total comprehensive loss																	(14,590	)		(6	)		(14,596	)
Other comprehensive income											204						204			21			225
Balance on March 31, 2024	$	118	$	446	$	389,367	$	282,201		$	(1,390	)	$	(138,927	)	$	531,815		$	231		$	532,046
Total comprehensive income																	43,935			51			43,986
Balance on June 30, 2025	$	118	$	453	$	419,814	$	346,534		$	(1,291	)	$	(157,033	)	$	608,595		$	271		$	608,866

See accompanying notes.


																Total
										Accumulated						Vicor
	Class B				Additional					Other						Corporation
	Common		Common		Paid-In		Retained			Comprehensive			Treasury			Stockholders’			Noncontrolling			Total
	Stock		Stock		Capital		Earnings			Loss			Stock			Equity			Interest			Equity
Three Months Ended June 30, 2024
Balance on March 31, 2024	$	118	$	446	$	389,367	$	282,201		$	(1,390	)	$	(138,927	)	$	531,815		$	231		$	532,046
Issuance of Common Stock under employee stock plans				5		3,377											3,382						3,382
Stock-based compensation expense						3,431											3,431						3,431
Components of comprehensive income (loss), net of tax:
Net (loss) income								(1,196	)								(1,196	)		1			(1,195	)
Other comprehensive loss											(193	)					(193	)		(14	)		(207	)
Total comprehensive loss																	(1,389	)		(13	)		(1,402	)
Balance on June 30, 2024	$	118	$	451	$	396,175	$	281,005		$	(1,583	)	$	(138,927	)	$	537,239		$	218		$	537,457

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Table of Contents


																Total
										Accumulated						Vicor
	Class B				Additional					Other						Corporation
	Common		Common		Paid-In		Retained			Comprehensive			Treasury			Stockholders’			Noncontrolling			Total
	Stock		Stock		Capital		Earnings			Loss			Stock			Equity			Interest			Equity
Six Months Ended June 30, 2024
Balance on December 31, 2023	$	118	$	445	$	383,832	$	296,674		$	(1,273	)	$	(138,927	)	$	540,869		$	237		$	541,106
Issuance of Common Stock under employee stock plans				6		5,132											5,138						5,138
Stock-based compensation expense						7,211											7,211						7,211
Components of comprehensive (loss) income, net of tax:
Net (loss) income								(15,669	)								(15,669	)		12			(15,657	)
Other comprehensive loss											(310	)					(310	)		(31	)		(341	)
Total comprehensive loss																	(15,979	)		(19	)		(15,998	)
Balance on June 30, 2024	$	118	$	451	$	396,175	$	281,005		$	(1,583	)	$	(138,927	)	$	537,239		$	218		$	537,457

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Vicor Corporation and its consolidated subsidiaries (collectively, the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~March~~June 3130, 2025 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2025. The balance sheet at December 31, 2024 presented herein has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the SEC on March 3, 2025.

2. Inventories

Inventories were as follows (in thousands):

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Raw materials	$	7674,~~849~~178	$	78,934
Work-in-process		1514,~~297~~080		16,389
Finished goods		67,~~369~~235		10,709
	$	9895,~~515~~493	$	106,032

3. Investments

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company held one auction rate security with a par value of $3,000,000 and an estimated fair value of approximately $2,~~664~~584,000 and $2,641,000, respectively, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that has experienced failed auctions (the “Failed Auction Security”) since February 2008. The Failed Auction Security held by the Company is Aaa/AA+ rated by major credit rating agencies, is collateralized by student loans, and is guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program. Management is not aware of any reason to believe the issuer of the Failed Auction Security is presently at risk of default. Through ~~March~~June 3130, 2025, the Company has continued to receive interest payments on the Failed Auction Security in accordance with the terms of its indenture. Management believes the Company ultimately should be able to liquidate the Failed Auction Security without significant loss primarily due to the overall quality of the issue held and the collateral securing the substantial majority of the underlying obligation. However, current conditions in the auction rate securities market have led management to conclude the recovery period for the Failed Auction Security exceeds 12 months. As a result, the Company continued to classify the Failed Auction Security as long-term as of ~~March~~June 3130, 2025.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

Details of our investments are as follows (in thousands):

	March 31, 2025
	June 30, 2025
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	~~264~~298,~~309~~083	$	—
Failed Auction Security		—		2,~~664~~584
Total		~~264~~298,~~309~~083		2,~~664~~584
Other measurement basis:
Cash on hand		3140,~~790~~458		—
Total	$	~~296~~338,~~099~~541	$	2,~~664~~584


	December 31, 2024
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	246,745	$	—
Failed Auction Security		—		2,641
Total		246,745		2,641

Other measurement basis:
Cash on hand		30,528		—
Total	$	277,273	$	2,641

The following is a summary of the available-for-sale securities (in thousands):

Gross

Estimated

Unrealized

Fair

March 31, 2025

Cost

Gains

Losses

Value

June 30, 2025

Cost

Gains

Losses

Value

Failed Auction Security

3,000

—

~~336~~416

2,~~664~~584

          
         Gross

         Gross

         Estimated

          
         Unrealized

         Unrealized

         Fair

         December 31, 2024

         Cost

         Gains

         Losses

         Value

Failed Auction Security

3,000

—

359

2,641

As of ~~March~~June 3130, 2025, the Failed Auction Security had been in an unrealized loss position for greater than 12 months.

The amortized cost and estimated fair value of the available-for-sale securities on ~~March~~June 3130, 2025, by type and contractual maturities, are shown below (in thousands):

			Estimated
	Cost		Fair Value
Failed Auction Security:
Due in seventeen years	$	3,000	$	2,~~664~~584

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

4. Fair Value Measurements

The Company accounts for certain financial assets at fair value, defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. A three-level hierarchy is used to show the extent and level of judgment used to estimate fair value measurements.

Assets and liabilities measured at fair value on a recurring basis included the following as of ~~March~~June 3130, 2025 (in thousands):

Using

Significant

Quoted Prices

Other

Significant

in Active

Observable

Unobservable

Total Fair

Markets

Inputs

Value as of

(Level 1)

(Level 2)

(Level 3)

~~March~~June 3130, 2025

Cash equivalents:

Money market funds

~~264~~298,~~309~~083

—

~~264~~298,~~309~~083

Long-term investment:

Failed Auction Security

—

2,~~664~~584

Assets and liabilities measured at fair value on a recurring basis included the following as of December 31, 2024 (in thousands):

          
         Using

          
         Significant

          
         Quoted Prices

         Other

         Significant

          
         in Active

         Observable

         Unobservable

         Total Fair

          
         Markets

         Inputs

         Inputs

         Value as of

          
         (Level 1)

         (Level 2)

         (Level 3)

         December 31, 2024

         Cash equivalents:

Money market funds

246,745

—

—

246,745

         Long-term investment:

Failed Auction Security

—

—

2,641

2,641

The change in the estimated fair value calculated for the investment valued on a recurring basis utilizing Level 3 inputs (i.e., the Failed Auction Security) for the ~~three~~six months ended ~~March~~June 3130, 2025 was as follows (in thousands):

Balance at the beginning of the period	$	2,641
Gain included in Other comprehensive income		23
Loss included in Other comprehensive income		(57	)
Balance at the end of the period	$	2,~~664~~584

Management utilized a probability weighted discounted cash flow model to determine the estimated fair value as of ~~March~~June 3130, 2025.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

5. Segment Information

The Company has determined its Chief Operating Decision Maker (“CODM”) to be the Chief Executive Officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. The Company is organized and operates as a single operating and reportable segment. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income. The CODM manages the business using consolidated expense information for the single operating segment. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

The Company offers a comprehensive range of modular building blocks enabling rapid design of a power system specific to a customer’s precise needs. Based on design, performance, and form factor considerations, as well as the range of evolving applications for which the products are appropriate, the Company categorizes its product portfolios as either Advanced Products or Brick Products, which constitute one segment. Both product lines are built in the Company’s manufacturing facility in Andover, Massachusetts employing similar processing and production techniques, and are supported by the same sales and marketing organizations. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables present the Company’s net revenues disaggregated by geography with respect to the Company’s single operating segment for the three and six months ended ~~March~~June 3130, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,
	2025		2024
United States	$	3646,~~842~~246	$	48,~~160~~662
Europe		910,~~873~~862		109,~~856~~990
Asia Pacific		4738,~~087~~702		2426,~~320~~822
All other		~~166~~236		~~536~~380
	$	9396,~~968~~046	$	8385,~~872~~854


	Six Months Ended June 30,
	2025		2024
United States	$	83,088	$	96,822
Europe		20,735		20,846
Asia Pacific		85,789		51,142
All other		402		916
	$	190,014	$	169,726

The $45,000,000 patent litigation settlement payment, as described in additional detail in Note 11, is not associated with any specific geography, therefore it is not included in the above tables.

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets were located as follows:

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
	(in thousands)
United States	$	~~148~~151,~~395~~690	$	146,472
International		42,~~722~~595		6,233

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

June 30, 2025

(unaudited)

See the condensed consolidated financial statements and footnotes for other financial information regarding the Company’s operating segment.

6. Revenues

The following tables present the Company’s net revenues disaggregated by geography based on the location of the customer, by product line (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Brick Products

Advanced Products

Total

United States

1315,~~535~~422

2330,~~307~~824

3646,~~842~~246

Europe

76,~~773~~142

24,~~100~~720

910,~~873~~862

Asia Pacific

1213,~~801~~822

3424,~~286~~880

4738,~~087~~702

All other

294

~~164~~142

~~166~~236

3435,~~111~~480

5960,~~857~~566

9396,~~968~~046

-9-


	Six Months Ended June 30, 2025
	Brick Products		Advanced Products		Total
United States	$	28,957	$	54,131	$	83,088
Europe		13,915		6,820		20,735
Asia Pacific		26,623		59,166		85,789
All other		96		306		402
	$	69,591	$	120,423	$	190,014


	Three Months Ended June 30, 2024
	Brick Products		Advanced Products		Total
United States	$	25,431	$	23,231	$	48,662
Europe		6,559		3,431		9,990
Asia Pacific		7,220		19,602		26,822
All other		276		104		380
	$	39,486	$	46,368	$	85,854


	Six Months Ended June 30, 2024
	Brick Products		Advanced Products		Total
United States	$	46,405	$	50,417	$	96,822
Europe		13,416		7,430		20,846
Asia Pacific		19,488		31,654		51,142
All other		769		147		916
	$	80,078	$	89,648	$	169,726

-11-

Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

	Three Months Ended March 31, 2024
	Brick Products		Advanced Products		Total
United States	$	20,974	$	27,186	$	48,160
Europe		6,857		3,999		10,856
Asia Pacific		12,268		12,052		24,320
All other		493		43		536
	$	40,592	$	43,280	$	83,872

The following tables present the Company’s net revenues disaggregated by the category of revenue, by product line (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Brick Products

Advanced Products

Total

Direct customers, contract manufacturers and non-stocking distributors

1819,~~282~~620

4340,~~488~~154

6159,~~770~~774

Stocking distributors, net of sales allowances

15,~~364~~604

37,~~846~~995

1923,~~210~~599

Non-recurring engineering

~~465~~256

1,~~401~~704

1,~~866~~960

Royalties

—

10,~~762~~353

Other

—

360

3435,~~111~~480

5960,~~857~~566

9396,~~968~~046

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Brick Products

Advanced Products

Total

Direct customers, contract manufacturers and non-stocking distributors

2037,~~810~~902

2183,~~640~~642

42121,~~450~~544

Stocking distributors, net of sales allowances

1930,~~407~~968

911,~~632~~841

2942,~~039~~809

Non-recurring engineering

~~375~~721

3,~~468~~105

3,~~843~~826

Royalties

—

821,~~180~~115

Other

—

~~360~~720

4069,~~592~~591

43120,~~280~~423

83190,~~872~~014

The following table presents the changes in certain contract liabilities (in thousands):


	Three Months Ended June 30, 2024
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	20,238	$	27,713	$	47,951
Stocking distributors, net of sales allowances		19,158		8,369		27,527
Non-recurring engineering		90		655		745
Royalties		—		9,271		9,271
Other		—		360		360
	$	39,486	$	46,368	$	85,854

	March 31, 2025			December 31, 2024			Change
	Six Months Ended June 30, 2024
Short-term deferred revenue and customer prepayments	$	(6,624	)	$	(5,312	)	$	(1,312	)
	Brick Products			Advanced Products			Total
Sales allowances		(2,114	)		(1,667	)		(447	)
Direct customers, contract manufacturers and non-stocking distributors	$	41,048		$	49,353		$	90,401
Stocking distributors, net of sales allowances		38,565			18,001			56,566
Non-recurring engineering		465			4,123			4,588
Royalties		—			17,451			17,451
Other		—			720			720
	$	80,078		$	89,648		$	169,726

The Company records deferred revenue, which represents a contract liability, when cash payments are received or due in advance of performance under a contract with a customer. The Company recognized revenue of $1,326,000 and $360,000 for the three months ended March 31, 2025 and 2024, respectively, that was included in deferred revenue at the beginning of the respective period.-12-

-10-

Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

The following table presents the changes in certain contract liabilities (in thousands):


	June 30, 2025			December 31, 2024			Change
Short-term deferred revenue and customer prepayments	$	(5,506	)	$	(5,312	)	$	(194	)
Sales allowances		(2,639	)		(1,667	)		(972	)

The Company records deferred revenue, which represents a contract liability, when cash payments are received or due in advance of performance under a contract with a customer. The Company recognized revenue of approximately $574,000 and $1,686,000 for the three and six months ended June 30, 2025, respectively, and approximately $360,000 and $720,000 for the three and six months ended June 30, 2024, respectively, that was included in deferred revenue at the beginning of the respective period.

7. Stock-Based Compensation

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards, whether they possess time-based vesting provisions or performance-based vesting provisions, and awards granted under the Vicor Corporation 2017 Employee Stock Purchase Plan (“ESPP”), as of their grant date. Stock-based compensation expense was as follows (in thousands):

	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
	2025		2024		2025		2024
Cost of product revenues	$	~~967~~899	$	~~754~~744	$	1,866	$	1,498
Selling, general and administrative		21,~~194~~790		1,~~919~~757		3,984		3,676
Research and development		1,~~188~~020		~~1,107~~930		2,208		2,037
Total stock-based compensation	$	43,~~349~~709	$	3,~~780~~431	$	8,058	$	7,211

Compensation expense by type of award was as follows (in thousands):

	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
	2025		2024		2025		2024
Stock options	$	43,~~077~~386	$	3,~~466~~167	$	7,463	$	6,633
ESPP		~~272~~323		~~314~~264		595		578
Total stock-based compensation	$	43,~~349~~709	$	3,~~780~~431	$	8,058	$	7,211

8. Rental Income

Income, net under the Company’s operating lease agreement, for its owned facility leased to a third party in California, was approximately $284,000 and $~~198~~227,000 for the three month periods ended ~~March~~ 31June 30, 2025 and 2024, respectively, and $567,000 and $424,000 for the six month periods ended June 30, 2025 and 2024, respectively. The initial term of the lease agreement expired on May 31, 2024 and was extended for an additional eighty-four months, commencing June 1, 2024 and ending May 31, 2031.

9. Income Taxes

The provision for income taxes includes estimated federal, state and foreign income taxes.

~~The provision for income taxes and the effective income tax rates were as follows (dollars in thousands):~~-13-

	Three Months Ended
	March 31,
	2025			2024
Provision for income taxes	$	424		$	1,071
Effective income tax rate		14.2	%		(8.0	)%

The effective tax rates differ from the statutory tax rates for the three months ended March 31, 2025 and 2024 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets. The provision for income taxes for the three months ended March 31, 2025 and 2024 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

As of March 31, 2025, the Company had a valuation allowance of approximately $ 61,488,000 against all net domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and

-11-

Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

~~negative~~The ~~evidence,~~provision ~~including~~for ~~scheduled reversals of deferred tax liabilities, projected future taxable~~ income, ~~tax~~taxes ~~planning strategies,~~ and ~~past financial performance. Despite recent positive operating results,~~ the ~~Company~~effective ~~faces~~income uncertainties in forecasting its operating results due to the unpredictability of customer orders in certain markets, product transitions, new program introductions and adoption times of new technology offerings. This operating uncertainty also makes it difficult to predict the availability and utilization of tax ~~benefits~~rates ~~over~~were ~~the next several years. As a result, management has concluded,~~ as offollows March 31, 2025, it is more likely than not the Company’s net domestic deferred tax assets will not be realized, and a full valuation allowance against all net domestic deferred tax assets is still warranted as of March 31, 2025. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If the positive operating results continue, the Company’s concerns about industry uncertainty, product transitions, new program introductions and adoption times of new technology offerings are resolved, and the Company believes future taxable income can be more reliably forecasted, the Company may release all or a portion of the valuation allowance in the near-term. Certain state tax credits, though, will likely never be released by the valuation allowance. If and when the Company determines the valuation allowance should be released (~~i.e.,~~dollars ~~reduced), the adjustment would result~~ in ~~a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income.~~thousands):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Provision for income taxes	$	7,842		$	4,216		$	8,266		$	5,287
Effective income tax rate		16.0	%		139.6	%		15.9	%		(51.0	)%

The effective tax rates differ from the statutory tax rates for the three and six months ended June 30, 2025 and 2024 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets. The provision for income taxes for the three and six months ended June 30, 2025 and 2024 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

As of June 30, 2025, the Company had a valuation allowance of approximately $61,483,000 against all net domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. Despite recent positive operating results, the Company faces uncertainties in forecasting its operating results due to the unpredictability of customer orders in certain markets, product transitions, new program introductions and adoption times of new technology offerings. This operating uncertainty also makes it difficult to predict the availability and utilization of tax benefits over the next several years. As a result, management has concluded, as of June 30, 2025, it is more likely than not the Company’s net domestic deferred tax assets will not be realized, and a full valuation allowance against all net domestic deferred tax assets is still warranted as of June 30, 2025. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If the positive operating results continue, the Company’s concerns about industry uncertainty, product transitions, new program introductions and adoption times of new technology offerings are resolved, and the Company believes future taxable income can be more reliably forecasted, the Company may release all or a portion of the valuation allowance in the near-term. Certain state tax credits, though, will likely never be released by the valuation allowance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income.

10. Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2025		2024
Numerator:
Net income (loss) attributable to Vicor Corporation	$	2,539	$	(14,473	)
Denominator:
Denominator for basic net income (loss) per share – weighted average shares (1)		45,217		44,516
Effect of dilutive securities:
Employee stock options (2)		278		—
Denominator for diluted net income (loss) per share – adjusted weighted-average shares and assumed conversions		45,495		44,516
Basic net income (loss) per share	$	0.06	$	(0.33	)
Diluted net income (loss) per share	$	0.06	$	(0.33	)

-14-

Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

June 30, 2025

(unaudited)


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2025		2024			2025		2024

Numerator:
Net income (loss) attributable to Vicor Corporation	$	41,192	$	(1,196	)	$	43,731	$	(15,669	)
Denominator:
Denominator for basic net income (loss) per share – weighted average shares (1)		45,007		44,855			45,112		44,686
Effect of dilutive securities:
Employee stock options (2)		70		—			174		—
Denominator for diluted net income (loss) per share – adjusted weighted-average shares and assumed conversions		45,077		44,855			45,286		44,686

Basic net income (loss) per share	$	0.92	$	(0.03	)	$	0.97	$	(0.35	)
Diluted net income (loss) per share	$	0.91	$	(0.03	)	$	0.97	$	(0.35	)

(1)

Denominator represents the weighted average number of shares of Common Stock and Class B Common Stock outstanding.

(2)

Options to purchase 12,~~016~~170,~~008~~585 and 21,~~500~~353,~~448~~021 shares of Common Stock for the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~, respectively, were not included in the calculation of net income (per share as the effect would have been antidilutive. Options to purchase 3,083,375 shares of Common Stock for each of the three and six months ended June 30, 2024 were not included in the calculation of net loss) per share as the effect would have been antidilutive.

11. Commitments and Contingencies

AtCapital ~~March~~Expenditure ~~31, 2025, the Company had approximately $6,525,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing equipment.~~Commitments

AsAt ~~previously~~June ~~reported~~30, ~~in its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K~~2025, the Company ishad ~~the~~approximately ~~defendant in a patent infringement lawsuit originally filed on January 28~~$4, ~~2011 by SynQor~~894,000 ~~Inc.~~of ~~(“SynQor”)~~cancelable inand ~~the~~non-cancelable ~~U.S.~~capital ~~District~~expenditure ~~Court~~commitments, principally for ~~the~~manufacturing equipment.

~~-12-~~SynQor Litigation and Litigation Contingency Accruals

As previously reported in its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, the Company is the defendant in a patent infringement lawsuit originally filed on January 28, 2011 by SynQor, Inc. (“SynQor”) in the U.S. District Court for the Eastern District of Texas (the “District Court”). SynQor alleged that certain Vicor products infringed certain United States Patents owned by SynQor.

On October 26, 2022, after a trial in the District Court, the jury returned a verdict finding that the Company willfully infringed one SynQor patent, and awarding SynQor damages in the amount of $6,500,000.

On May 20, 2024, the District Court issued an Amended Corrected Final Judgment, awarding SynQor actual damages of $6,500,000, enhanced damages of $4,500,000, costs in the amount of approximately $87,000, attorney fees in the amount of $9,500,000, and pre-judgment interest of approximately $5,400,000, for a total judgment of approximately $26,000,000. In addition, the District Court ordered that post-judgment interest would accrue at an amount of $2,323 per day starting on April 24, 2024 until the judgment is paid, compounded annually, and that additional post-judgment interest in the amount of $1,351 per day would accrue

-15-

Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

~~Eastern~~starting ~~District~~on ofMay ~~Texas~~20, ~~(the~~2024 ~~“District~~until ~~Court”).~~the ~~SynQor~~judgment ~~alleged~~is ~~that~~paid, ~~certain~~compounded ~~Vicor products infringed certain United States Patents owned by SynQor~~annually.

On May 22, 2024, the Company filed an appeal of the District Court’s judgment to the United States Court of Appeals for the Federal Circuit. That appeal remains pending.

In accordance with applicable accounting standards, the Company recorded a litigation related accrual of $6,500,000 in the third quarter of 2022 and incremental litigation related accruals of $17,200,000 in the first quarter of 2024 and $2,300,000 in the second quarter of 2024 when the Amended Corrected Final Judgment was issued, for a total of $26,000,000, as its estimate based on the awarded judgments, including enhanced damages, pre-judgment interest, costs and attorney fees. The final determination of the litigation related accrual amount will be subject to appeal and could differ from the recorded liability.

Consistent with the court order, post-judgment interest will accrue on the pre-judgment amount until paid and the Company has recorded post-judgment interest of approximately $~~331~~344,000 and $675,000 for the ~~quarter~~three and six months ended ~~March~~June 3130, 2025, respectively, within the Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations and the associated Accrued litigation account.

OnClass ~~July~~Action ~~11,~~Litigation ~~2024, purported stockholders of the Company filed a putative class action lawsuit~~ in the U.S. District Court for the Northern District of California styled Pouladian et al. v. Vicor Corporation et al., case number 3:24-cv-04196. The suit was brought against the Company and the Company’s Chief Executive Officer, President and Chairman (the "Defendants"). The plaintiffs allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to allegedly false and misleading statements during earnings calls in 2023 about the Company’s commercial relationship with an existing customer. The complaint seeks damages, interest and attorneys’ fees and costs. The plaintiffs were appointed lead plaintiffs on October 24, 2024, and an amended complaint was filed on November 22, 2024. The Defendants filed their motion to dismiss the amended complaint on January 1, 2025 and the hearing for the motion to dismiss is scheduled for May 22, 2025. The Defendants believe the plaintiffs’ claims are without merit and intend to vigorously defend against the lawsuit.

On July 11, 2024, purported short sellers of the Company’s stock filed a putative class action lawsuit in the U.S. District Court for the Northern District of California styled Benjamin Pouladian et al. v. Vicor Corporation et al., case number 3:24-cv-04196. The suit was brought against the Company and the Company’s Chief Executive Officer, President, and Chairman (the "Defendants"). The plaintiffs alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5(b) promulgated thereunder, due to allegedly false and misleading statements during earnings calls in 2023 about the Company’s commercial relationship with an existing customer. The complaint sought damages, interest and attorneys’ fees and costs. The court appointed lead plaintiffs on October 24, 2024 and restyled the case as In re Vicor Securities Litigation. An amended complaint was filed on November 22, 2024 which similarly alleged purported violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5(b) promulgated thereunder. The Defendants filed their motion to dismiss the amended complaint on January 20, 2025 and, on June 6, 2025, the U.S. District Court for the Northern District of California granted the motion to dismiss with leave to amend.

Settlement of Certain Intellectual Property Claims

On May 1, 2025, the Company entered into various settlement agreements to resolve lawsuits, arbitrations, and appeals related to certain intellectual property claims between the Company and certain parties, pursuant to which a total of $45,000,000 was paid to the Company in May 2025 (collectively, the “patent litigation settlement”). The Company incurred $5,100,000 in legal fees in connection with the patent litigation settlement, which were paid in June 2025 and are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Other Proceedings

In addition, the Company is involved in certain other litigation and claims incidental to the conduct of its business, both as a defendant and a plaintiff. While the outcome of such other lawsuits and claims against the Company cannot be predicted with certainty, management does not expect such litigation or claims will have a material adverse impact on the Company’s financial position or results of operations.

12. Impact of Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity ("PBE") to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

(unaudited)

total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. The Company expects this ASU to impact disclosures with no impact to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Other new pronouncements issued but not effective until after ~~March~~June 3130, 2025 are not expected to have a material impact on the Company’s consolidated financial statements.

~~-14-~~13. Subsequent Event

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements and the results of such evaluations will be reflected in the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2025.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, and operating results, and the share price of its Common Stock. This document and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) include forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbor afforded under the Private Securities Litigation Reform Act of 1995 and other safe harbors afforded under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based on our current beliefs, expectations, estimates, forecasts, and projections for the future performance of the Company and are subject to risks and uncertainties. Forward-looking statements are identified by the use of words denoting uncertain, future events, such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “if,” “intend,” “may,” “plan,” “potential,” “project,” “prospective,” “seek,” “should,” “target,” “will,” or “would,” as well as similar words and phrases, including the negatives of these terms, or other variations thereof. Forward-looking statements also include, but are not limited to, statements regarding: our ability to address certain supply chain risks; our ongoing development of power conversion architectures, switching topologies, materials, packaging, and products; the ongoing transition of our business strategically, organizationally, and operationally from serving a large number of relatively low-volume customers across diversified markets and geographies to serving a small number of relatively large volume customers; our intent to enter new market segments; the levels of customer orders overall and, in particular, from large customers and the delivery lead times associated therewith; anticipated new and existing customer wins; the financial and operational impact of customer changes to shipping schedules; the derivation of a portion of our sales in each quarter from orders booked in the same quarter; our intent to expand the percentage of revenue associated with licensing our intellectual property to third parties; our plans to invest in expanded manufacturing capacity, including the implementation of new manufacturing processes; our belief that cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs and capital equipment purchases, for the foreseeable future; our outlook regarding tariffs and the impact thereof on our business; our belief that we have limited exposure to currency risks; our intentions regarding the declaration and payment of cash dividends; our intentions regarding protecting our rights under our patents; and our expectation that no current litigation or claims will have a material adverse impact on our financial position or results of operations. These forward-looking statements are based upon our current expectations and estimates associated with prospective events and circumstances that may or may not be within our control and as to which there can be no assurance. Actual results could differ materially from those implied by forward-looking statements as a result of various factors, including but not limited to those described above, as well as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1 — “Business,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those described in this Quarterly Report on Form 10-Q, particularly under Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The discussion of our business contained herein, including the identification and assessment of factors that may influence actual results, may not be exhaustive. Therefore, the information presented should be read together with other documents we file with the SEC from time to time, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which may supplement, modify, supersede, or update the factors discussed in this Quarterly Report on Form 10-Q. Any forward-looking statement made in this Quarterly Report on Form 10-Q is based on information currently available to us and speaks only as of the date on which it is made. We do not undertake any obligation to update any forward-looking statements as a result of future events or developments, except as required by law.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

Overview

We design, develop, manufacture, and market modular power components and power systems for converting electrical power for use in electrically-powered devices. Our competitive position is supported by innovations in product design and achievements in product performance, largely enabled by our focus on the research and development of advanced technologies and processes, often implemented in proprietary semiconductor circuitry, materials, and packaging. Many of our products incorporate patented or proprietary implementations of high-frequency switching topologies enabling power system solutions that are more efficient and much smaller than conventional alternatives. Our strategy emphasizes demonstrable product differentiation and a value proposition based on competitively superior solution performance, advantageous design flexibility, and a compelling total cost of ownership. While we offer a wide range of alternating current (“AC”) and direct current (“DC”) power conversion products, we consider our core competencies to be associated with 48V DC distribution, which offers numerous inherent cost and performance advantages over lower distribution voltages. However, we also offer products addressing other DC voltage standards (e.g., 380V for power distribution in data centers, 110V for rail applications, 28V for military and avionics applications, and 24V for industrial automation).

Based on design, performance, and form factor considerations, as well as the range of evolving applications for which our products are appropriate, we categorize our product portfolios as either “Advanced Products” or “Brick Products.” The Advanced Products category consists of our more recently introduced products, which are largely used to implement our proprietary Factorized Power Architecture™ (“FPA”), an innovative power distribution architecture enabling flexible, rapid power system design using individual components optimized to perform a specific conversion function.

The Brick Products category largely consists of our broad and well-established families of integrated power converters, incorporating multiple conversion stages, used in conventional power systems architectures. Given the growth profiles of the markets we serve with our Advanced Products line and our Brick Products line, our strategy involves a continuing transition in organizational focus, emphasizing investment in our Advanced Products line and targeting high growth market segments with a low-mix, high-volume operational model, while maintaining a profitable business in the mature market segments we serve with our Brick Products line with a high-mix, low-volume operational model.

The applications in which our Advanced Products and Brick Products are used are typically in the higher-performance, higher-power segments of the market segments we serve. With our Advanced Products, we generally serve large Original Equipment Manufacturers (“OEMs”), Original Design Manufacturers (“ODMs”), and their contract manufacturers, with sales currently concentrated in the data center and hyperscaler segments of enterprise computing, in which our products are used for power delivery on server motherboards, in server racks, and across datacenter infrastructure. We have established a leadership position in the emerging market segment for powering high-performance processors used for acceleration of applications associated with artificial intelligence (“AI”). Our customers in the AI market segment include the leading innovators in processor and accelerator design, as well as early adopters in cloud computing and high performance computing. We also serve applications in aerospace and aviation, defense electronics, satellites, factory automation, instrumentation, test equipment, transportation, telecommunications and networking infrastructure, and vehicles (notably in the autonomous driving, electric vehicle, and hybrid vehicle niches of the vehicle segment). With our Brick Products, we generally serve a fragmented base of large and small customers, concentrated in aerospace and defense electronics, industrial equipment, instrumentation and test equipment, and transportation (notably in rail and heavy equipment applications). With our strategic emphasis on larger, high-volume customers, we expect to experience over time a greater concentration of sales, including from intellectual property licensing, among relatively fewer customers. Aggregate royalty revenues of $88,000,000 from our patent licensing arrangements and income of $45,000,000 from certain patent litigation settlements relating to Vicor’s power-conversion technology (as described in more detail in Note 11 to the Condensed Consolidated Financial Statements) have resulted in combined gross cash proceeds to the Company of approximately $133,000,000 since January 1, 2021.

Our quarterly consolidated operating results can be difficult to forecast and have been subject to significant fluctuations. We plan our production and inventory levels based on management’s estimates of customer demand, customer forecasts, and other information sources. Customer forecasts, particularly those of OEM, ODM, and contract manufacturing customers to which we supply Advanced Products in high volumes, are subject to scheduling changes on short notice, contributing to operating inefficiencies and excess costs. In addition, external factors such as supply chain uncertainties, which are often associated with the cyclicality of the electronics industry, regional macroeconomic and trade-related circumstances, and force majeure events (most recently evidenced by the COVID-19 pandemic), have caused our operating results to vary meaningfully. Supply chain disruptions, including those associated with our reliance on outsourced package process steps that are essential in the production of some of our Advanced Products, and those relating, for example, to the procurement of raw material, have in the past negatively impacted and may in the future negatively impact our operating results. We have taken steps to mitigate the impact of supply chain disruptions by, among other things and in varying degrees, moving outsourced manufacturing steps in-house to the Company, ordering supplies with extended lead times, paying higher prices for certain supplies or outsourced production, and expediting deliveries at a cost premium. The resulting

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

future negatively impact our operating results. We have taken steps to mitigate the impact of supply chain disruptions by, among other things and in varying degrees, moving outsourced manufacturing steps in-house to the Company, ordering supplies with extended lead times, paying higher prices for certain supplies or outsourced production, and expediting deliveries at a cost premium. The resulting impact of the steps taken to mitigate supply chain disruptions have, to varying degrees and at different times, reduced our revenue, gross margin, operating profit and cash flow and may continue to do so in the future. Our quarterly gross margin as a percentage of net revenues may vary, depending on production volumes, licensing income, average selling prices, average unit costs, the mix of products sold during that quarter, and the level of importation of raw materials subject to tariffs. Our quarterly operating margin as a percentage of net revenues also may vary with changes in revenue and product level profitability, but our operating costs are largely associated with compensation and related employee costs, which are not subject to sudden or significant changes.

Summary of ~~First~~Second Quarter 2025 Financial Performance Compared to ~~Fourth~~First Quarter ~~2024~~2025 Financial Performance

The following summarizes our financial performance for the ~~first~~second quarter of 2025, compared to the ~~fourth~~first quarter of ~~2024~~2025:

•

Net revenues ~~decreased~~increased 2.32% to $9396,~~968~~046,000 for the ~~first~~second quarter of 2025, from $9693,~~166~~968,000 for the ~~fourth~~first quarter of ~~2024~~2025. Net revenues for Brick Products ~~decreased~~increased 104.0% compared to the ~~fourth~~first quarter of ~~2024~~2025, primarily due to ~~reduced~~improved market demand. Advanced Products net revenues increased 21.72% compared to the ~~fourth~~first quarter of ~~2024~~2025, primarily due to available capacity for increased demand offset by lower royalty revenue.

•

~~Export~~In ~~sales~~addition ~~represented~~to ~~approximately~~revenues, ~~60.8%~~the of$45,000,000 ~~total~~received ~~net~~by ~~revenues~~the inCompany pursuant to the ~~first~~settlement ~~quarter~~agreements ofentered into in May 2025 asto ~~compared~~resolve various lawsuits, arbitrations, and appeals related to ~~56.9%~~certain intellectual property claims between the Company and certain parties (collectively, the “patent litigation settlement”), is included in the ~~fourth~~second quarter of ~~2024~~2025 operating results. For additional information regarding the patent litigation settlement, see Note 11 to the Condensed Consolidated Financial Statements.

•

~~Gross~~Export ~~margin~~sales ~~decreased~~represented toapproximately ~~$44,365,000~~51.9% ~~for the first quarter~~ of ~~2025~~total ~~from~~net ~~$50,360,000~~revenues ~~for~~in the ~~fourth~~second quarter of ~~2024,~~2025 ~~with gross margin,~~ as acompared ~~percentage of net revenues, decreasing~~ to 4760.28% ~~for~~in the first quarter of 2025 ~~from 52~~.4% for the fourth quarter of 2024. The decrease in gross margin dollars and gross margin percentage was primarily the result of the unfavorable impact due to lower royalty revenue within the quarter and production inefficiencies.

•

~~Backlog,~~Gross ~~which~~margin ~~represents~~increased to $92,128,000 for the ~~total~~second ~~value~~quarter of ~~orders~~2025 ~~for~~from ~~products~~$44,365,000 for ~~which~~the ~~shipment~~first isquarter ~~scheduled~~of ~~within~~2025, ~~the~~with ~~next~~gross ~~12 months~~margin, ~~was~~as ~~approximately~~a ~~$171~~percentage of total net revenues and patent litigation settlement,~~745,000~~ atincreasing to 65.3% for the ~~end~~second quarter of 2025 from 47.2% for the first quarter of 2025,. asThe ~~compared~~increase in gross margin dollars and gross margin percentage was primarily attributable to the $~~155~~45,~~505~~000,000 atpatent litigation settlement payment received by the ~~end~~Company in the second quarter of 2025 and the ~~fourth~~favorable impact from higher sales volume and improved product mix, offset by the unfavorable impact due to lower royalty revenue within the quarter and production inefficiencies including an increase in freight-in and tariff spending of ~~2024~~$1,595,000.

•

~~Operating~~Backlog, ~~expenses~~which ~~for~~represents the ~~first~~total ~~quarter~~value of ~~2025~~orders ~~increased~~for products for which shipment is scheduled within the next 12 months, was approximately $3155,~~359~~214,000, orat ~~8.2%~~the end of the second quarter of 2025, as compared to $44171,~~514~~745,000 ~~from~~at ~~$41,155,000~~the ~~for~~end of the ~~fourth~~first quarter of ~~2024~~2025.

•

WeOperating ~~reported~~expenses ~~net income~~ for the ~~first~~second quarter of 2025 ofincreased $2,~~539~~229,000, or $05.~~06 per diluted share~~0%, ~~compared~~ to ~~net income of~~ $1046,~~246~~743,000, orfrom $~~0.23 per diluted share~~44,514,000 for the ~~fourth~~first quarter of ~~2024~~2025.

•

~~For~~We reported net income for the ~~first~~second quarter of 2025, ~~depreciation~~of ~~and amortization totaled~~ $541,~~189~~192,000, ~~and~~or ~~capital~~$0.91 ~~additions~~per ~~totaled~~diluted $4share,~~550,000~~ as compared to ~~depreciation~~net ~~and~~income ~~amortization~~ of $42,~~610~~539,000, ~~and~~or ~~capital~~$0.06 ~~additions~~per ofdiluted $1share,~~736,000~~ for the ~~fourth~~first quarter of ~~2024~~2025.

•

~~Inventories~~For ~~decreased~~the bysecond ~~approximately~~quarter $7of 2025,~~517,000,~~ ordepreciation ~~7.1%,~~and toamortization totaled $985,~~515~~190,000 atand ~~March~~capital ~~31,~~additions ~~2025~~totaled $6,204,000 as compared to depreciation and amortization of $~~106~~5,~~032~~189,000 atand ~~December~~capital 31additions of $4,550,000 ~~2024.~~for the first quarter of 2025.

•

~~Three~~Inventories ~~Months~~decreased ~~Ended~~by ~~March~~approximately 31$3,022,000, ~~2025~~or ~~Compared~~3.1%, to ~~Three~~$95,493,000 ~~Months~~at ~~Ended~~June 30, 2025, compared to $98,515,000 at March 31, ~~2024~~2025.

Net revenues for the first quarter of 2025 were $93,968,000, an increase of $10,096,000, or 12.0%, as compared to $83,872,000 for the first quarter of 2024. Net revenues, by product line, for the three months ended March 31, 2025 and 2024 were as follows (dollars in thousands):-20-

					Increase (decrease)
	2025		2024		$			%
Advanced Products including Royalty Revenue	$	59,857	$	43,280	$	16,577			38.3	%
Brick Products		34,111		40,592		(6,481	)		(16.0	)%
Total	$	93,968	$	83,872	$	10,096			12.0	%

The increase in net revenues for Advanced Products was primarily due to available capacity for increased demand and increased royalty revenue in the quarter. The decrease in net revenues for Brick Products was primarily due to reduced market demand.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

~~Gross~~Three ~~margin~~Months ~~for~~Ended ~~the~~June ~~first~~30, ~~quarter of~~ 2025 ~~decreased~~Compared ~~$758,000, or 1.7%,~~ to ~~$44,365,000,~~Three ~~from~~Months ~~$45,123,000~~Ended ~~for~~June ~~the first quarter of 2024. Gross margin~~30, ~~as a percentage of net revenues, decreased to 47.2% for the first quarter of 2025, compared to 53.8% for the first quarter of~~ 2024. The decrease in gross margin dollars and gross margin percentage was primarily attributable to unfavorable sales mix and production inefficiencies partially offset by the favorable impact from higher sales volume including higher royalty revenue and lower supply chain costs.

~~Selling,~~Net ~~general~~revenues ~~and administrative expenses were $25,137,000~~ for the ~~first~~second quarter of 2025, awere ~~decrease of~~ $~~862~~96,046,000, oran ~~3.3%,~~increase ~~from~~of $2510,~~999~~192,000, ~~for~~or ~~the first quarter of 2024~~11. ~~Selling~~9%, ~~general and administrative expenses~~ as acompared ~~percentage of net revenues decreased~~ to ~~26.8%~~$85,854,000 for the ~~first~~second quarter of ~~2025 from 31.0% for the first quarter of~~ 2024. ~~The~~ ~~components~~Net ~~of the $862~~revenues,~~000~~ ~~decrease~~by inproduct ~~selling~~line, ~~general and administrative expenses~~ for the ~~first~~three ~~quarter~~months ofended ~~2025~~June ~~compared~~30, to2025 ~~the~~and ~~first quarter of~~ 2024 were as follows (dollars in thousands):

	~~Increase (decrease)~~					Increase (decrease)
Legal	$	(2,516	)	(38.5	)%	(1	)
	2025			2024		$			%
Advertising		(485	)	(34.0	)%	(2	)
Advanced Products including Royalty Revenue	$	60,566		$	46,368	$	14,198			30.6	%
Commissions		(200	)	(100.0	)%	(3	)
Brick Products		35,480			39,486		(4,006	)		(10.1	)%
Information technology expense		174		20.5	%	(4	)
Total	$	96,046		$	85,854	$	10,192			11.9	%
Litigation, other		370		100.0	%	(5	)
Outside services		627		64.6	%	(6	)
Compensation		1,072		8.4	%	(7	)
Other, net		96		2.9	%
	$	(862	)	(3.3	)%

~~Decrease~~The increase in net revenues for Advanced Products was primarily ~~attributable~~due to aavailable ~~decrease~~capacity infor ~~activity~~increased ~~related~~demand. toThe ~~corporate~~decrease ~~legal~~in ~~matters,~~net ~~including~~revenues ~~the~~for ~~assertion~~Brick ofProducts ~~our~~was ~~intellectual~~primarily ~~property~~due ~~rights~~to reduced market demand.

~~Decrease~~During ~~primarily~~the ~~attributable~~second toquarter ~~decreases~~of in2025, ~~sales~~the ~~support~~Company ~~expenses,~~received ~~direct~~a ~~mailings,~~patent ~~and~~litigation ~~advertising~~settlement inpayment ~~trade~~of ~~publications~~$45,000,000.

~~Decrease~~Gross margin for the second quarter of 2025 increased $49,357,000, or 115.4%, to $92,128,000, from $42,771,000 for the second quarter of 2024. Gross margin, as a percentage of total net revenues and patent litigation settlement, increased to 65.3% for the second quarter of 2025, compared to 49.8% for the second quarter of 2024. The increase in gross margin dollars and gross margin percentage was primarily attributable to the ~~fact~~$45,000,000 ~~that~~patent litigation settlement payment received by the Company noin ~~longer~~the ~~uses~~second ~~outside~~quarter of 2025 and the favorable impact from higher sales ~~representatives~~volume and improved sales mix on that revenue, including royalty revenue, offset by the unfavorable impact of production inefficiencies including an increase in freight-in and tariff spending of $2,305,000 (net of approximately $0 in duty drawback recovery in the second quarter of 2025 and $662,000 in duty drawback recovery in the second quarter of 2024 of previously paid tariffs).

Selling, general and administrative expenses were $27,952,000 for the second quarter of 2025, an increase of $4,634,000, or 19.9%, from $23,318,000 for the second quarter of 2024. Selling, general and administrative expenses as a percentage of total net revenues and patent litigation settlement, decreased to 19.8% for the second quarter of 2025 from 27.2% for the second quarter of 2024. The components of the $4,634,000 increase in selling, general and administrative expenses for the second quarter of 2025 compared to the second quarter of 2024 were as follows (dollars in thousands):


	Increase
Legal fees	$	3,145	75.9	%	(1	)
Information technology expense		485	58.7	%	(2	)
Compensation		437	3.4	%	(3	)
Facilities allocations		252	9.7	%	(4	)
Litigation, other		145	60.6	%	(5	)
Depreciation and amortization		108	9.6	%
Other, net		62	4.3	%
	$	4,634	19.9	%

(1)

Increase primarily attributable to $5,100,000 in legal fees associated with the patent litigation settlement offset by lower legal activity.

(2)

Increase primarily attributable to an increase in computer software services relating to new internal-use software implementation.

(3)

Increase primarily attributable to annual compensation adjustments in May 2025 and higher stock-based compensation expense associated with stock options awarded in May 2025.

(4)

Increase primarily attributable to an increase in utilities and building maintenance expenses.

(5)

Increase primarily attributable to an increase in post-judgment interest and other costs relating to the litigation-contingency accrual with respect to our litigation with SynQor, Inc. ("SynQor").

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

June 30, 2025

Research and development expenses were $18,791,000 for the second quarter of 2025, an increase of $1,852,000, or 10.9%, compared to $16,939,000 for the second quarter of 2024. As a percentage of total net revenues and patent litigation settlement, research and development expenses decreased to 13.3% for the second quarter of 2025 from 19.7% for the second quarter of 2024. The components of the $1,852,000 increase in research and development expenses for the second quarter of 2025 compared to the second quarter of 2024 were as follows (dollars in thousands):


	Increase (decrease)
Outside services	$	1,220		428.5	%	(1	)
Compensation		619		5.5	%	(2	)
Waste disposal		176		100.0	%	(3	)
Deferred costs		168		100.0	%	(4	)
Supplies		(252	)	(68.9	)%	(5	)
Other, net		(79	)	(1.6	)%
	$	1,852		10.9	%

(1)

Increase primarily attributable to an increase in the use of consultants.

(2)

Increase primarily attributable to annual compensation adjustments in May ~~2024~~2025 and higher stock-based compensation expense associated with stock options awarded in May ~~2024~~2025.

(3)

~~-18-~~Increase primarily attributable to an increase in waste disposal activities of Advanced Products related to improving production process capabilities.

(4)

Increase primarily attributable to a decrease in deferred costs capitalized for certain non-recurring engineering projects for which the related revenues had been deferred.

(5)

Decrease in engineering supplies.

Litigation-contingency expense related to the SynQor litigation was $0 for the second quarter of 2025 as compared to $2,300,000 for the second quarter of 2024. See Note 11 to the Condensed Consolidated Financial Statements for additional information regarding the SynQor litigation.

The significant components of ''Other income (expense), net'' for the three months ended June 30, 2025 and 2024 and the changes between the periods were as follows (in thousands):


	2025			2024			Increase
Interest income, net	$	2,952		$	2,810		$	142
Foreign currency gains (losses), net		423			(185	)		608
Rental income		284			227			57
Other, net		(2	)		(45	)		43
	$	3,657		$	2,807		$	850

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of Vicor Japan Company, Ltd. (“VJCL”), for which the functional currency is the Japanese Yen, and all other subsidiaries in Europe and Asia, for which the functional currency is the U.S. Dollar. These subsidiaries in Europe and Asia experienced favorable foreign currency exchange rate fluctuations in the second quarter of 2025 compared to the second quarter of 2024.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

~~Research~~ ~~and~~Income ~~development~~before ~~expenses~~income ~~were~~taxes was $1949,~~377~~042,000 for the ~~first~~second quarter of 2025, anas ~~increase of $1,338,000, or 7.4%,~~ compared to $183,~~039~~021,000 for the ~~first~~second quarter of 2024. As a percentage of net revenues, research and development expenses decreased to 20.6% for the first quarter of 2025 from 21.5% for the first quarter of 2024. The components of the $1,338,000 increase in research and development expenses for the first quarter of 2025 compared to the first quarter of 2024 were as follows (dollars in thousands):

	Increase (decrease)
Waste disposal	$	801		100.0	%	(1	)
Supplies		621		161.8	%	(2	)
Equipment set-up and calibration		555		342.8	%	(3	)
Compensation		518		4.5	%	(4	)
Outside services		392		127.7	%	(5	)
Deferred costs		350		100.0	%	(6	)
Facilities allocations		148		17.8	%
Overhead absorption		112		69.6	%
Project and pre-production materials		(2,098	)	(58.2	)%	(7	)
Other, net		(61	)	(3.2	)%
	$	1,338		7.4	%

The provision for income taxes and the effective income tax rates for the three months ended June 30, 2025 and 2024 were as follows (dollars in thousands):


	2025			2024
Provision for income taxes	$	7,842		$	4,216
Effective income tax rate		16.0	%		139.6	%

The effective tax rates differ from the statutory tax rates for the three months ended June 30, 2025 and 2024 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets. The provision for income taxes for the three months ended June 30, 2025 and 2024 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

The Company’s tax expense and the rate for the quarter ended June 30, 2024 was negatively impacted by the capitalization of research and development expenses under Section 174 in the U.S., which given the Company’s close to breakeven performance, was having an outsized impact on the rate by effectively moving from a book loss to a taxable income position, which caused a significant tax.

See Note 9 to the Condensed Consolidated Financial Statements for disclosure regarding our current assessment of the valuation allowance against all domestic deferred tax assets, and the possible release (i.e., reduction) of the allowance in the future.

We reported net income for the second quarter of 2025 of $41,192,000, or $0.91 per diluted share, compared to a net loss of $(1,196,000), or $(0.03) per diluted share, for the second quarter of 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net revenues for the six months ended June 30, 2025 were $190,014,000, an increase of $20,288,000, or 12.0%, from $169,726,000 for the six months ended June 30, 2024. Net revenues, by product line, for the six months ended June 30, 2025 and the six months ended June 30, 2024 were as follows (dollars in thousands):


					Increase (decrease)
	2025		2024		$			%
Advanced Products including Royalty Revenue	$	120,423	$	89,648	$	30,775			34.3	%
Brick Products		69,591		80,078		(10,487	)		(13.1	)%
Total	$	190,014	$	169,726	$	20,288			12.0	%

The increase in net revenues for Advanced Products was primarily due to available capacity for increased demand and increased royalty revenue. The decrease in net revenues for Brick Products was primarily due to reduced market demand.

During the six months ended June 30, 2025, the Company received a patent litigation settlement payment of $45,000,000.

Gross margin for the six months ended June 30, 2025 increased $48,599,000, or 55.3%, to $136,493,000 from $87,894,000 for the six months ended June 30, 2024. Gross margin, as a percentage of total net revenues and patent litigation settlement, increased to 58.1% for the six-month period ended June 30, 2025, as compared to 51.8% for the six-month period ended June 30, 2024. The increase in gross margin dollars and gross margin percentage was primarily attributable to the $45,000,000 patent litigation settlement payment received by the Company in the second quarter of 2025 and the favorable impact from higher sales volume and improved sales mix on that revenue, including royalty revenue, when compared to the first six months of 2024, offset by the unfavorable impact of production inefficiencies including an increase in freight-in and tariff spending of $1,985,000 (net of approximately $0 in duty drawback recovery in the first six months of 2025 and $662,000 in duty drawback recovery in the first six months of 2024 of previously paid tariffs).

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

June 30, 2025

Selling, general and administrative expenses were $53,089,000 for the six months ended June 30, 2025, an increase of $3,772,000, or 7.6%, compared to $49,317,000 for the six months ended June 30, 2024. Selling, general and administrative expenses as a percentage of total net revenues and patent litigation settlement, decreased to 22.6% for the six months ended June 30, 2025 from 29.1% for the six months ended June 30, 2024. The components of the $3,772,000 increase in selling, general and administrative expenses for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 were as follows (dollars in thousands):


	Increase (decrease)
Compensation	$	1,509		5.9	%	(1	)
Information technology expense		659		39.4	%	(2	)
Legal fees		629		5.9	%	(3	)
Consultants		580		29.0	%	(4	)
Litigation, other		514		215.7	%	(5	)
Advertising		(432	)	(16.7	)%	(6	)
Other, net		313		4.8	%
	$	3,772		7.6	%

(1)

Increase primarily attributable to annual compensation adjustments in May 2025 and higher stock-based compensation expense associated with stock options awarded in May 2025.

(2)

Increase primarily attributable to an increase in computer software services relating to new internal-use software implementation.

(3)

Increase primarily attributable to $5,100,000 in legal fees associated with the patent litigation settlement offset by lower legal activity.

(4)

Increase primarily attributable to an increase in the use of consultants.

(5)

Increase primarily attributable to an increase in post-judgment interest and other costs relating to the litigation-contingency accrual with respect to our litigation with SynQor, Inc.

(6)

Decrease primarily attributable to decreases in sales support expenses, direct mailings, and advertising in trade publications.

Research and development expenses were $38,168,000 for the six months ended June 30, 2025, an increase of $3,190,000, or 9.1%, from $34,978,000 for the six months ended June 30, 2024. As a percentage of total net revenues and patent litigation settlement, research and development expenses decreased to 16.2% for the six months ended June 30, 2025 from 20.6% for the six months ended June 30, 2024. The components of the $3,190,000 increase in research and development expenses for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 were as follows (dollars in thousands):


	Increase (decrease)
Outside services	$	1,612		272.5	%	(1	)
Compensation		1,137		5.0	%	(2	)
Waste disposal		977		100.0	%	(3	)
Equipment set-up and calibration		578		91.7	%	(4	)
Deferred costs		518		100.0	%	(5	)
Supplies		370		49.4	%	(6	)
Project and pre-production materials		(2,003	)	(33.8	)%	(7	)
Other, net		1		0.0	%
	$	3,190		9.1	%

(1)

Increase primarily attributable to an increase in the use of consultants.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

June 30, 2025

(2)

Increase primarily attributable to annual compensation adjustments in May 2025 and higher stock-based compensation expense associated with stock options awarded in May 2025.

(3)

Increase primarily attributable to an increase in waste disposal activities of Advanced Products related to improving production process capabilities.

(4)

Increase in engineering supplies.

Increase primarily attributable to equipment set-up and calibration for Advanced Products production.

(5)

Increase primarily attributable to annual compensation adjustments in May 2024 and higher stock-based compensation expense associated with stock options awarded in May 2024.

Increase primarily attributable to an increase in the use of consultants.

Increase primarily attributable to a decrease in deferred costs capitalized for certain non-recurring engineering projects for which the related revenues had been deferred.

(6)

Increase in engineering supplies.

(7)

Decrease primarily attributable to decreased prototype development costs for Advanced Products.

~~The~~Litigation-contingency ~~significant~~expense ~~components~~related ofto ~~''Other~~the ~~income~~SynQor ~~(expense),~~litigation ~~net''~~was $0 for the ~~three~~six months ended ~~March~~June 3130, 2025 ~~and~~as ~~2024~~compared ~~and~~to $19,500,000 for the ~~changes~~six ~~between~~months ended June 30, 2024. See Note 11 to the ~~periods~~Condensed ~~were~~Consolidated asFinancial ~~follows~~Statements ~~(in~~for ~~thousands):~~additional information regarding the SynQor litigation.

	2025		2024			Increase (decrease)
Interest income, net	$	2,714	$	2,787		$	(73	)
Rental income		284		198			86
Foreign currency gains (losses), net		133		(279	)		412
Other, net		3		18			(15	)
	$	3,134	$	2,724		$	410

The significant components of ''Other income (expense), net'' for the six months ended June 30, 2025 and the six months ended June 30, 2024 and the changes from period to period were as follows (in thousands):

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of Vicor Japan Company, Ltd. (“VJCL”), for which the functional currency is the Japanese Yen, and all other subsidiaries in Europe and Asia, for which the functional currency is the U.S. Dollar. These subsidiaries in Europe and Asia experienced favorable foreign currency exchange rate fluctuations in the first quarter of 2025 compared to the first quarter of 2024.



	2025		2024			Increase
Interest income, net	$	5,666	$	5,593		$	73
Rental income		567		424			143
Foreign currency gains (losses), net		556		(464	)		1,020
Other, net		2		(22	)		24
	$	6,791	$	5,531		$	1,260

Our ~~Income~~exposure ~~(loss)~~to ~~before~~market ~~income~~risk ~~taxes~~fluctuations ~~was~~in $2foreign currency exchange rates relates to the operations of Vicor Japan Company,~~985~~ Ltd.,~~000~~ for which the ~~first~~functional ~~quarter~~currency ofis ~~2025~~the Japanese Yen, asand ~~compared~~all toother ~~$(13~~subsidiaries in Europe and Asia,~~391,000)~~ for which the ~~first~~functional ~~quarter~~currency ofis the U.S. Dollar. These subsidiaries in Europe and Asia experienced favorable foreign currency exchange rate fluctuations in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

~~-19-~~Income (loss) before income taxes was $52,027,000 for the six months ended June 30, 2025, as compared to $(10,370,000) for the six months ended June 30, 2024.

The provision for income taxes and the effective income tax rates for the six months ended June 30, 2025 and 2024 were as follows (dollars in thousands):


	2025			2024
Provision for income taxes	$	8,266		$	5,287
Effective income tax rate		15.9	%		(51.0	)%

The effective tax rates differ from the statutory tax rates for the six months ended June 30, 2025 and 2024 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets. The provision for income taxes for the six months ended June 30, 2025 and 2024 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

The ~~provision~~Company’s tax expense and the rate for ~~income~~the ~~taxes~~six months ended June 30, 2024 was negatively impacted by the capitalization of research and development expenses under Section 174 in the ~~effective~~U.S., which given the Company’s six month performance, is having an outsized impact on the rate by effectively moving from a book loss to a taxable income position, which caused a significant tax ~~rates~~expense. ~~for~~This is further compounded by the ~~three~~Company ~~months~~not ~~ended~~getting ~~March~~a ~~31,~~deferred ~~2025~~tax ~~and~~benefit ~~2024~~from ~~were~~temporary asdifferences ~~follows~~due ~~(dollars~~to inthe ~~thousands):~~full valuation allowance on domestic deferred tax assets.

	2025			2024
Provision for income taxes	$	424		$	1,071
Effective income tax rate		14.2	%		(8.0	)%

We reported net income for the ~~first~~six ~~quarter~~months ofended June 30, 2025 of $243,~~539~~731,000, or $0.0697 per diluted share, as compared to a net loss of $(1415,~~473~~669,000), or $(0.3335) per diluted share, for the ~~first~~six ~~quarter~~months ofended June 30, 2024.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, we had $~~296~~338,~~099~~541,000 in cash and cash equivalents. The ratio of total current assets to total current liabilities was 67.40:1 as of ~~March~~June 3130, 2025 and 7.5:1 as of December 31, 2024. Working capital, defined as total current assets less total current liabilities, increased $1039,~~089~~727,000 to $~~411~~440,~~303~~941,000 as of ~~March~~June 3130, 2025 from $401,214,000 as of December 31, 2024.

The changes in working capital from December 31, 2024 to ~~March~~June 3130, 2025 were as follows (in thousands):

	Increase(decrease)
Cash and cash equivalents	$	1861,~~826~~268
Accounts receivable		122,~~916~~137
Inventories		(710,~~517~~539	)
Other current assets		(~~295~~1,119	)
Accounts payable		(8,~~129~~068	)
Accrued compensation and benefits		(12,~~696~~251	)
Accrued expenses		(12,~~969~~990	)
Accrued litigation		(~~331~~675	)
Short-term deferred revenue		(~~1,312~~194	)
Other		(~~404~~3,822	)
	$	1039,~~089~~727

The primary sources of cash for the ~~three~~six months ended ~~March~~June 3130, 2025 were $2085,~~128~~353,000 generated from operations and $34,~~166~~140,000 received in connection with the exercise of options to purchase our Common Stock awarded under our stock option plans and the issuance of Common Stock under our 2017 Employee Stock Purchase Plan. The primary uses of cash during the ~~three~~six months ended ~~March~~June 3130, 2025 were for the ~~purchase~~repurchases of Common Stock of $17,609,000 and property and equipment of $410,~~550~~754,000.

In November 2000, our Board of Directors authorized the repurchase of up to $30,000,000 of our Common Stock (the “November 2000 Plan”). In July 2024, our Board of Directors authorized the repurchase of up to $100,000,000 of our Common Stock (the “New Repurchase Authorization”). The New Repurchase Authorization replaces the November 2000 Plan in its entirety and no further repurchases will be made pursuant to the November 2000 Plan. As of ~~March~~June 3130, 2025, we had approximately $9982,~~503~~028,000 remaining available for repurchases of our Common Stock under the New Repurchase Authorization.

~~-20-~~The timing and amounts of Common Stock repurchases under the New Repurchase Authorization are at the discretion of the Company’s President and Chief Executive Officer based upon economic and financial market conditions.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

~~March~~June 3130, 2025

~~The~~As ~~timing~~of June 30, 2025, we had a total of approximately $4,894,000 of cancelable and ~~amounts~~non-cancelable capital expenditure commitments, principally for manufacturing and production equipment, which we intend to fund with existing cash, and approximately $2,279,000 of ~~Common~~capital ~~Stock~~expenditure ~~repurchases~~items ~~under~~and internal-use software which had been received and included in Property, plant and equipment, net in the ~~New~~accompanying ~~Repurchase~~Condensed ~~Authorization~~Consolidated Balance Sheets, but not yet paid for. Our primary needs for liquidity are atfor ~~the~~making ~~discretion~~continuing ofinvestments ~~the~~in ~~Company’s~~manufacturing ~~President~~and production equipment. We believe cash generated from operations together with our available cash and ~~Chief~~cash ~~Executive~~equivalents ~~Officer~~will ~~based~~be ~~upon~~sufficient ~~economic~~to fund planned operational needs and ~~financial~~capital ~~market~~equipment ~~conditions~~purchases, for both the short and long term.

As of March 31, 2025, we had a total of approximately $6,525,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing and production equipment, which we intend to fund with existing cash, and approximately $2,990,000 of capital expenditure items and internal-use software which had been received and included in Property, plant and equipment, net in the accompanying Condensed Consolidated Balance Sheets, but not yet paid for. Our primary needs for liquidity are for making continuing investments in manufacturing and production equipment. We believe cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs and capital equipment purchases, for both the short and long term.

We do not consider the impact of inflation or fluctuations in the exchange rates for foreign currency transactions to have been significant during the last three fiscal years.

Critical Accounting Policies and Estimates

There have been no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended ~~March~~June 3130, 2025. Refer to the section entitled “Critical Accounting Policies and Estimates” in Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Company licenses its intellectual property under right to use licenses, in which royalties due to the Company ~~have~~are ~~previously~~generally ~~been~~ based upon a percentage of the licensee’s sales. For these licensing transactions, the Company utilizes the exception under the revenue recognition guidance for the recognition of sales- or usage-based royalties, in which the royalties are not recognized until the later of when 1) the customer’s subsequent sales or usages occur, or 2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied or partially satisfied. In certain right to use licenses where payment is not based on sales-or-usage-based royalties, the Company estimates consideration it expects to be entitled to considering minimum expected payments and potential price concessions. Revenue for these licenses is recognized in an amount that is probable that a significant reversal in the cumulative amount of revenue recognized would not occur.

During the three months ended March 31, 2025, the Company signed a licensing agreement that includes certain minimum royalty amounts with the potential of additional variable amounts. The Company has applied a performance constraint on the minimum royalty amounts due to uncertainty and risk around their collectability and cannot conclude that it is probable that a significant reversal in the cumulative amount of revenue recognized would not occur if the Company recognized the entire minimum royalty amount. At the end of each quarter, the Company will assess the level of uncertainty and recognize the portion of the transaction price for which it determines that a significant reversal in the cumulative amount of revenue recognized would not occur. -27-

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Vicor Corporation

~~March~~June 3130, 2025

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including changes in interest rates affecting the return on our cash and cash equivalents, our short-term investments and fluctuations in foreign currency exchange rates. As our cash and cash equivalents and short-term investments consist principally of cash accounts, money market securities, and U.S. Treasury securities, which are short-term in nature, we believe our exposure to market risk on interest rate fluctuations for these investments is not significant. As of ~~March~~June 3130, 2025, our long-term investment portfolio, recorded on our Condensed Consolidated Balance Sheet as “Long-term investment, net”, consisted of a single auction rate security with a par value of $3,000,000, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that has experienced failed auctions (the “Failed Auction Security”) since February 2008. While the Failed Auction Security is Aaa/AA+ rated by major credit rating agencies, collateralized by student loans and guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program, continued failure to sell at its periodic auction dates (i.e., reset dates) could negatively impact the carrying value of the investment, in turn leading to impairment charges in future periods. Periodic changes in the fair value of the Failed Auction Security attributable to credit loss (i.e., risk of the issuer’s default) are recorded through earnings as a component of “Other income (expense), net”, with the remainder of any periodic change in fair value not related to credit loss (i.e., temporary “mark-to-market” carrying value adjustments) recorded in “Accumulated other comprehensive income (loss)”, a component of Stockholders’ Equity. Should we conclude a decline in the fair value of the Failed Auction Security is other than temporary, such losses would be recorded through earnings as a component of “Other income (expense), net”. We do not believe there was an “other-than-temporary” decline in value of this security as of ~~March~~June 3130, 2025.

Our exposure to market risk for fluctuations in foreign currency exchange rates relates to the operations of VJCL, for which the functional currency is the Japanese Yen, and changes in the relative value of the Yen to the U.S. Dollar. The functional currency of all other subsidiaries in Europe and other subsidiaries in Asia is the U.S. Dollar. While we believe the risk of fluctuations in foreign currency exchange rates for these subsidiaries is generally not significant, they can be subject to substantial currency changes, and therefore foreign exchange exposures.

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Vicor Corporation

~~March~~June 3130, 2025

Item 4 — Controls and Procedures

(a)

Disclosure regarding controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our Chief Executive Officer (“CEO”) (who is our principal executive officer) and Chief Financial Officer (“CFO”) (who is our principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the last fiscal quarter (i.e., ~~March~~June 3130, 2025). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~March~~June 3130, 2025, our CEO and CFO concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Accordingly, management, including the CEO and CFO, recognizes our disclosure controls or our internal control over financial reporting may not prevent or detect all errors and all fraud. The design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any control’s effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

(b)

Changes in internal control over financial reporting.

During the fiscal quarter ended March 31, 2025, the Company implemented a new enterprise resource planning ("ERP") system to replace its operational and financial systems. The Company completed significant pre-implementation testing prior to the implementation and post-implementation testing and monitoring during the quarters ended March 31, 2025 and June 30, 2025 to ensure the effectiveness of internal controls over financial reporting. As a result of this implementation, during the quarters ended March 31, 2025 and June 30, 2025, the Company modified certain existing internal controls over financial reporting and implemented new controls and procedures related to the new ERP system. During the fiscal quarter ended ~~March~~June 3130, 2025, no other changes occurred in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company will continue to evaluate and monitor the internal controls over financial reporting during this period of change and will continue to evaluate the operating effectiveness of related key controls.

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Vicor Corporation

Part II – Other Information

~~March~~June 3130, 2025

Item 1 — Legal Proceedings

See Note 11. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 – “Financial Statements.”

Item 1A — Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A – “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

First Quarter 2025	TotalNumber ofSharesPurchased		Average PricePaid per Share		Total Number ofShares Purchasedas Part of Publicly AnnouncedPlans or Programs		Approximate DollarValue of SharesThat May Yet Be Purchased Under the Plans or Programs
Second Quarter 2025	TotalNumber ofSharesPurchased		Average PricePaid per Share		Total Number ofShares Purchasedas Part of Publicly AnnouncedPlans or Programs		Approximate DollarValue of SharesThat May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2025		—	$	—		—	$	99,502,521
April 1 - 30, 2025		72,400	$	42.86		72,400	$	96,450,135
February 1 - 28, 2025		—	$	—		—	$	99,502,521
May 1 - 31, 2025		258,536	$	42.24		258,536	$	85,628,286
March 1 - 31, 2025		—	$	—		—	$	99,502,521
June 1 - 30, 2025		81,283	$	44.31		81,283	$	82,028,382
Total		—412,219	$	—43.00		—412,219	$	9982,~~502~~028,~~521~~382

In November 2000, our Board of Directors authorized the repurchase of up to $30,000,000 of our Common Stock (the “November 2000 Plan”). In July 2024, our Board of Directors authorized the repurchase of up to $100,000,000 of our Common Stock (the “New Repurchase Authorization”). The New Repurchase Authorization replaces the November 2000 Plan in its entirety and no further repurchases will be made pursuant to the November 2000 Plan. The timing and amounts of Common Stock repurchases pursuant to the New Repurchase Authorization are at the discretion of the Company’s President and Chief Executive Officer based upon economic and financial market conditions. The New Repurchase Authorization does not expire.

Item 5 — Other Information

During the three months ended ~~March~~June 3130, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6 — Exhibits


Exhibit Number		Description
3.1		Restated Certificate of Incorporation, dated February 28, 1990 (1)

3.2		Certificate of Ownership and Merger Merging Westcor Corporation, a Delaware Corporation, into Vicor Corporation, a Delaware corporation, dated December 3, 1990 (1)

3.3		Certificate of Amendment of Restated Certificate of Incorporation, dated May 10, 1991 (1)

3.4		Certificate of Amendment of Restated Certificate of Incorporation, dated June 23, 1992 (1)

3.5		Bylaws, as amended (2)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

		(1) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 29, 2001 (File No. 000-18277) and incorporated herein by reference.

		(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 4, 2020 (File No. 000-18277) and incorporated herein by reference.

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SIGNATURES

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 thereunto duly authorized.

	VICOR CORPORATION
Date: April 30, 2025	By:	/s/ Patrizio Vinciarelli
Date: August 1, 2025	By:	/s/ Patrizio Vinciarelli
		Patrizio Vinciarelli
		Chairman of the Board, President and
		Chief Executive Officer
		(Principal Executive Officer)
Date: April 30, 2025	By:	/s/ James F. Schmidt
Date: August 1, 2025	By:	/s/ James F. Schmidt
		James F. Schmidt
		Vice President, Chief Financial Officer
		(Principal Financial Officer)

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Filing Compare · VICOR CORP