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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 31, 2026


☐	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 or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Offices) (Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

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 23, 2026 was:


Common Stock, $.01 par value	33,863,689
Class B Common Stock, $.01 par value	11,717,718

Table of Contents

VICOR CORPORATION

INDEX


	Page
Part I — Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	2
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	4
Condensed Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025	5
Notes to Condensed Consolidated Financial Statements	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	22
Item 4 — Controls and Procedures	23
Part II — Other Information:	24
Item 1 — Legal Proceedings	24
Item 1A — Risk Factors	24
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5 — Other Information	24
Item 6 — Exhibits	25
Signatures	26

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, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	404,245		$	402,805
Accounts receivable, net		67,402			60,716
Inventories		94,830			91,340
Other current assets		32,992			32,502
Total current assets		599,469			587,363
Long-term deferred tax assets, net		27,798			27,463
Long-term investment, net		2,508			2,462
Property, plant and equipment, net		154,637			147,690
Other assets		20,469			20,853
Total assets	$	804,881		$	785,831
Liabilities and Equity
Current liabilities:
Accounts payable	$	16,733		$	12,290
Accrued compensation and benefits		13,456			12,031
Accrued litigation		—			28,275
Accrued expenses		4,425			3,691
Short-term lease liabilities		1,433			1,568
Sales allowances		3,661			3,136
Income taxes payable		71			904
Short-term deferred revenue and customer prepayments		2,155			3,426
Total current liabilities		41,934			65,321
Long-term income taxes payable		3,109			3,086
Long-term lease liabilities		5,713			5,608
Total liabilities		50,756			74,015
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, 11,717,718 shares issued and outstanding in 2026 and 11,726,718 shares issued and outstanding in 2025		118			118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 45,955,940 shares issued and 33,835,864 shares outstanding in 2026; 45,910,601 shares issued and 33,532,377 shares outstanding in 2025		460			460
Additional paid-in capital		467,638			462,227
Retained earnings		442,023			421,359
Accumulated other comprehensive loss		(1,697	)		(1,672	)
Treasury stock at cost: 12,120,076 shares in 2026 and 12,378,224 shares in 2025		(154,682	)		(170,935	)
Total Vicor Corporation stockholders’ equity		753,860			711,557
Noncontrolling interest		265			259
Total equity		754,125			711,816
Total liabilities and equity	$	804,881		$	785,831

See accompanying notes.

-1-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2026			2025
Product revenue	$	98,004		$	83,206
Royalty revenue		14,965			10,762
Total net revenues		112,969			93,968
Cost of product revenues		50,603			49,603
Gross margin		62,366			44,365
Operating expenses:
Selling, general and administrative		23,192			25,137
Research and development		22,290			19,377
Total operating expenses		45,482			44,514
Income (loss) from operations		16,884			(149	)
Other income (expense), net:
Total unrealized gains on available-for-sale securities, net		46			23
Less: portion of gains recognized in other comprehensive income		(46	)		(23	)
Net credit gains recognized in earnings		—			—
Other income (expense), net		3,519			3,134
Total other income (expense), net		3,519			3,134
Income before income taxes		20,403			2,985
Less: (Benefit) provision for income taxes		(273	)		424
Consolidated net income		20,676			2,561
Less: Net income attributable to noncontrolling interest		12			22
Net income attributable to Vicor Corporation	$	20,664		$	2,539

Net income per common share attributable to Vicor Corporation:
Basic	$	0.45		$	0.06
Diluted	$	0.44		$	0.06
Shares used to compute net income per common share attributable to Vicor Corporation:
Basic		45,470			45,217
Diluted		47,254			45,495

See accompanying notes.

-2-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2026			2025
Consolidated net income	$	20,676		$	2,561
Foreign currency translation (losses) gains, net of tax (1)		(77	)		173
Unrealized gains on available-for-sale securities, net of tax (1)		46			23
Other comprehensive (loss) income		(31	)		196
Consolidated comprehensive income		20,645			2,757
Less: Comprehensive income attributable to noncontrolling interest		6			35
Comprehensive income attributable to Vicor Corporation	$	20,639		$	2,722

(1)

The deferred tax assets associated with foreign currency translation (losses) gains and unrealized gains on available-for-sale securities are completely offset by a tax valuation allowance as of March 31, 2026 and 2025. Therefore, there is no income tax benefit (provision) recognized for the three months ended March 31, 2026 and 2025.

See accompanying notes.

-3-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2026			2025

Operating activities:
Consolidated net income	$	20,676		$	2,561
Adjustments to reconcile consolidated net income to net cash (used for) provided by operating activities:
Depreciation and amortization		5,337			5,189
Stock-based compensation expense		3,852			4,349
Provision for doubtful accounts		—			7
Litigation payment		(28,557	)		—
Decrease in other assets		101			480
Deferred income taxes		(337	)		(2	)
Increase in long-term income taxes payable		23			74
Change in current assets and liabilities, net		(5,037	)		7,470
Net cash (used for) provided by operating activities		(3,942	)		20,128

Investing activities:
Additions to property, plant and equipment and internal-use software		(12,387	)		(4,550	)
Net cash used for investing activities		(12,387	)		(4,550	)

Financing activities:
Proceeds from employee stock plans		17,812			3,166
Net cash provided by financing activities		17,812			3,166
Effect of foreign exchange rates on cash		(43	)		82
Net increase in cash and cash equivalents		1,440			18,826
Cash and cash equivalents at beginning of period		402,805			277,273
Cash and cash equivalents at end of period	$	404,245		$	296,099
Supplemental disclosure:
Purchases of property, plant and equipment and internal-use software incurred but not yet paid	$	742		$	2,990

See accompanying notes.

-4-

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			Stock			Equity			Interest			Equity
Three Months Ended March 31, 2026
Balance on December 31, 2025	$	118	$	460	$	462,227	$	421,359	$	(1,672	)	$	(170,935	)	$	711,557		$	259		$	711,816
Issuance of Common Stock under employee stock plans						1,559							16,253			17,812						17,812
Stock-based compensation expense						3,852										3,852						3,852
Components of comprehensive income, net of tax:
Net income								20,664								20,664			12			20,676
Other comprehensive loss										(25	)					(25	)		(6	)		(31	)
Total comprehensive income																20,639			6			20,645
Balance on March 31, 2026	$	118	$	460	$	467,638	$	442,023	$	(1,697	)	$	(154,682	)	$	753,860		$	265		$	754,125


															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, 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

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(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 months ended March 31, 2026 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2026. The balance sheet at December 31, 2025 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, 2025 filed by the Company with the SEC on March 2, 2026.

2. Inventories

Inventories were as follows (in thousands):


	March 31, 2026		December 31, 2025
Raw materials	$	69,890	$	69,596
Work-in-process		19,384		14,954
Finished goods		5,556		6,790
	$	94,830	$	91,340

3. Investments

As of March 31, 2026 and December 31, 2025, the Company held one auction rate security with a par value of $3,000,000 and an estimated fair value of approximately $2,508,000 and $2,462,000, 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 31, 2026, 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 31, 2026.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(unaudited)

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


	March 31, 2026
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	360,758	$	—
Failed Auction Security		—		2,508
Total		360,758		2,508

Other measurement basis:
Cash on hand		43,487		—
Total	$	404,245	$	2,508


	December 31, 2025
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	367,340	$	—
Failed Auction Security		—		2,462
Total		367,340		2,462

Other measurement basis:
Cash on hand		35,465		—
Total	$	402,805	$	2,462

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

          
         Gross

         Gross

         Estimated

          
         Unrealized

         Unrealized

         Fair

         March 31, 2026

         Cost

         Gains

         Losses

         Value

Failed Auction Security

3,000

—

492

2,508

          
         Gross

         Gross

         Estimated

          
         Unrealized

         Unrealized

         Fair

         December 31, 2025

         Cost

         Gains

         Losses

         Value

Failed Auction Security

3,000

—

538

2,462

As of March 31, 2026, 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 31, 2026, by type and contractual maturities, are shown below (in thousands):


			Estimated
	Cost		Fair Value
Failed Auction Security:

Due in sixteen years	$	3,000	$	2,508

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(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 31, 2026 (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)

         March 31, 2026

         Cash equivalents:

Money market funds

360,758

—

—

360,758

         Long-term investment:

Failed Auction Security

—

—

2,508

2,508

Assets and liabilities measured at fair value on a recurring basis included the following as of December 31, 2025 (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, 2025

         Cash equivalents:

Money market funds

367,340

—

—

367,340

         Long-term investment:

Failed Auction Security

—

—

2,462

2,462

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 months ended March 31, 2026 was as follows (in thousands):


Balance at the beginning of the period	$	2,462
Gain included in Other comprehensive income		46
Balance at the end of the period	$	2,508

Management utilized a probability weighted discounted cash flow model to determine the estimated fair value as of March 31, 2026.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(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 months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
United States	$	57,713	$	36,842
Europe		13,600		9,873
Asia Pacific		41,222		47,087
All other		434		166
	$	112,969	$	93,968

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, 2026		December 31, 2025
	(in thousands)
United States	$	152,171	$	140,700
International		2,466		6,990

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(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, 2026
	Brick Products		Advanced Products		Total
United States	$	23,215	$	34,498	$	57,713
Europe		10,271		3,329		13,600
Asia Pacific		14,502		26,720		41,222
All other		61		373		434
	$	48,049	$	64,920	$	112,969


	Three Months Ended March 31, 2025
	Brick Products		Advanced Products		Total
United States	$	13,535	$	23,307	$	36,842
Europe		7,773		2,100		9,873
Asia Pacific		12,801		34,286		47,087
All other		2		164		166
	$	34,111	$	59,857	$	93,968

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, 2026
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	24,905	$	40,092	$	64,997
Stocking distributors, net of sales allowances		23,059		8,362		31,421
Non-recurring engineering		85		1,501		1,586
Royalties		—		14,965		14,965
Other		—		—		—
	$	48,049	$	64,920	$	112,969


	Three Months Ended March 31, 2025
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	18,282	$	43,488	$	61,770
Stocking distributors, net of sales allowances		15,364		3,846		19,210
Non-recurring engineering		465		1,401		1,866
Royalties		—		10,762		10,762
Other		—		360		360
	$	34,111	$	59,857	$	93,968

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(unaudited)

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


	March 31, 2026			December 31, 2025			Change
Short-term deferred revenue and customer prepayments	$	(2,155	)	$	(3,426	)	$	1,271
Sales allowances		(3,661	)		(3,136	)		(525	)

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 $0 and $1,326,000 for the three months ended March 31, 2026 and 2025, 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
	March 31,
	2026		2025
Cost of product revenues	$	836	$	967
Selling, general and administrative		1,959		2,194
Research and development		1,057		1,188
Total stock-based compensation	$	3,852	$	4,349

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


	Three Months Ended
	March 31,
	2026		2025
Stock options	$	3,527	$	4,077
ESPP		325		272
Total stock-based compensation	$	3,852	$	4,349

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 for each of the three-month periods ended March 31, 2026 and 2025. 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 (benefit) provision for income taxes is based on the estimated annual effective tax rate for the year which includes estimated federal, state and foreign income taxes on the Company's projected pre-tax income (loss).

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(unaudited)

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


	Three Months Ended
	March 31,
	2026			2025
(Benefit) provision for income taxes	$	(273	)	$	424
Effective income tax rate		(1.3	)%		14.2	%

The effective tax rates differ from the statutory tax rates for the three months ended March 31, 2026 primarily due to excess deductions related to share-based compensation, and for the three months ended March 31, 2025 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets as of March 31, 2025. The (benefit) provision for income taxes for the three months ended March 31, 2026 and 2025 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

The Company released its valuation allowance on the majority of its deferred tax assets as of December 31, 2025. The Company maintained a valuation allowance of $17,500,000 related primarily to state tax attributes as of March 31, 2026. On a periodic basis, the Company reassesses any valuation allowances that it maintains on its deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets.

10. Net Income per Share

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


	Three Months Ended
	March 31,
	2026		2025

Numerator:
Net income attributable to Vicor Corporation	$	20,664	$	2,539
Denominator:
Denominator for basic net income per share – weighted average shares (1)		45,470		45,217
Effect of dilutive securities:
Employee stock options (2)		1,784		278
Denominator for diluted net income per share – adjusted weighted-average shares and assumed conversions		47,254		45,495

Basic net income per share	$	0.45	$	0.06
Diluted net income per share	$	0.44	$	0.06

(1)

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

(2)

Options to purchase 12,112 and 1,016,008 shares of Common Stock for the three months ended March 31, 2026 and 2025, respectively, were not included in the calculation of net income per share as the effect would have been antidilutive.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(unaudited)

11. Commitments and Contingencies

Capital Expenditure Commitments

At March 31, 2026, the Company had approximately $25,309,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing equipment.

SynQor Litigation and Payment of Final Judgment Amount

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 starting on May 20, 2024 until the judgment is paid, compounded 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. On February 13, 2026, the United States Court of Appeals for the Federal Circuit affirmed the District Court’s judgment. On March 18, 2026, the Company paid SynQor $28,557,256, representing the full amount due under the District Court's judgment, inclusive of post-judgment interest.

Class Action Litigation in the U.S. District Court for the Northern District of California

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.

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

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2026

(unaudited)

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 November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), 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.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ("ASU 2025-10"), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.

Other new pronouncements issued but not effective until after March 31, 2026 are not expected to have a material impact on the Company’s consolidated financial statements.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2026

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, 2025. 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, 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, 2025 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 31, 2026

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.

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, 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 impact of the steps taken to mitigate supply chain disruptions

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2026

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 Quarter 2026 Financial Performance Compared to Fourth Quarter 2025 Financial Performance

The following summarizes our financial performance for the first quarter of 2026, compared to the fourth quarter of 2025:

•

Total net revenues increased 5.3% to $112,969,000 for the first quarter of 2026, from $107,264,000 for the fourth quarter of 2025. Net revenues for Brick Products increased 7.7% compared to the fourth quarter of 2025, primarily due to improved market demand. Advanced Products net revenues increased 3.7% compared to the fourth quarter of 2025, primarily due to improved market demand and higher royalty revenue.

•

Export sales represented approximately 48.9% of total net revenues in the first quarter of 2026 as compared to 49.3% in the fourth quarter of 2025.

•

Gross margin for the first quarter of 2026 increased $2,943,000, or 5.0% to $62,366,000 from $59,423,000 for the fourth quarter of 2025. Gross margin, as a percentage of total net revenues, was 55.2% for the first quarter of 2026 consistent with the fourth quarter of 2025 gross margin of 55.4%. The increase in gross margin dollars was primarily attributable to the favorable impact from higher sales volume and improved sales mix on that revenue, including royalty revenue, offset by an increase in freight-in and tariff spending of $411,000 (net of approximately $193,000 in duty drawback recovery in the first quarter of 2026 and $195,000 in duty drawback recovery in the fourth quarter of 2025 of previously paid tariffs).

•

Backlog, which represents the total value of orders for products for which shipment is scheduled within the next 12 months, was approximately $300,616,000 at the end of the first quarter of 2026, as compared to $176,938,000 at the end of the fourth quarter of 2025.

•

Operating expenses for the first quarter of 2026 increased $1,744,000, or 4.0%, to $45,482,000 from $43,738,000 for the fourth quarter of 2025, due to an increase in research and development expense of $1,747,000.

•

We reported net income for the first quarter of 2026 of $20,664,000, or $0.44 per diluted share, compared to net income of $46,533,000, or $1.01 per diluted share, for the fourth quarter of 2025. Net income in the fourth quarter of 2025 included $27,300,000 of tax benefit due to the partial recognition of certain deferred tax assets in the period.

•

For the first quarter of 2026, depreciation and amortization totaled $5,337,000 and capital additions totaled $12,387,000 as compared to depreciation and amortization of $5,171,000 and capital additions of $5,543,000 for the fourth quarter of 2025.

•

Inventories increased by approximately $3,490,000, or 3.8%, to $94,830,000 at March 31, 2026, compared to $91,340,000 at December 31, 2025, in anticipation of increased volume to fulfill backlog.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Total net revenues for the first quarter of 2026 were $112,969,000, an increase of $19,001,000, or 20.2%, as compared to $93,968,000 for the first quarter of 2025. Net revenues, by product line, for the three months ended March 31, 2026 and 2025 were as follows (dollars in thousands):


					Increase
	2026		2025		$		%
Advanced Products including Royalty Revenue	$	64,920	$	59,857	$	5,063		8.5	%
Brick Products		48,049		34,111		13,938		40.9	%
Total	$	112,969	$	93,968	$	19,001		20.2	%

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2026

The increase in net revenues for Advanced Products was primarily due to higher royalty revenue and improved market demand. The increase in net revenues for Brick Products was primarily due to improved market demand.

Gross margin for the first quarter of 2026 increased $18,001,000, or 40.6%, to $62,366,000, from $44,365,000 for the first quarter of 2025. Gross margin, as a percentage of total net revenues, increased to 55.2% for the first quarter of 2026, compared to 47.2% for the first quarter of 2025. The increase in gross margin dollars and gross margin percentage was primarily attributable to the favorable impact from higher sales volume and improved sales mix on that revenue, including higher royalty revenue, and the favorable impact of production efficiencies offset by increased freight-in and tariff spending of $2,219,000 (net of approximately $193,000 in duty drawback recovery in the first quarter of 2026 and $0 in duty drawback recovery in the first quarter of 2025 of previously paid tariffs).

Selling, general and administrative expenses were $23,192,000 for the first quarter of 2026, a decrease of $1,945,000, or 7.7%, from $25,137,000 for the first quarter of 2025. Selling, general and administrative expenses as a percentage of total net revenues decreased to 20.5% for the first quarter of 2026 from 26.8% for the first quarter of 2025. The components of the $1,945,000 decrease in selling, general and administrative expenses for the first quarter of 2026 compared to the first quarter of 2025 were as follows (dollars in thousands):


	(Decrease) Increase
Legal fees	$	(2,134	)	(53.2	)%	(1	)
Outside services		(462	)	(28.9	)%	(2	)
Information technology expense		(192	)	(18.8	)%	(3	)
Compensation		686		5.0	%	(4	)
Other, net		157		3.3	%
	$	(1,945	)	(7.7	)%

(1)

Decrease primarily attributable to a decrease in activity related to corporate legal matters, including the assertion of our intellectual property rights.

(2)

Decrease primarily attributable to a decrease in the use of consultants.

(3)

Decrease primarily attributable to a decrease in computer software services relating to new internal-use software implementation.

(4)

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

Research and development expenses were $22,290,000 for the first quarter of 2026, an increase of $2,913,000, or 15.0%, compared to $19,377,000 for the first quarter of 2025. As a percentage of total net revenues, research and development expenses decreased to 19.7% for the first quarter of 2026 from 20.6% for the first quarter of 2025. The components of the $2,913,000 increase in research and development expenses for the first quarter of 2026 compared to the first quarter of 2025 were as follows (dollars in thousands):


	Increase (decrease)
Project and pre-production materials	$	2,440		162.2	%	(1	)
Outside services		863		123.5	%	(2	)
Compensation		526		4.4	%	(3	)
Equipment set-up and calibration		(345	)	(41.5	)%	(4	)
Waste disposal		(380	)	(47.5	)%	(5	)
Supplies		(420	)	(41.8	)%	(6	)
Other, net		229		8.8	%
	$	2,913		15.0	%

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2026

(1)

Increase primarily attributable to increased prototype development costs for Advanced Products.

(2)

Increase primarily attributable to an increase in the use of outside service providers for our manufacturing facility.

(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)

Decrease primarily attributable to a decrease in equipment set-up and calibration for Advanced Products production.

(5)

Decrease primarily attributable to a decrease in waste disposal activities related to improving production process capabilities for our Advanced Products.

(6)

Decrease in the consumption of materials and supplies used in the engineering process.

The significant components of ''Other income (expense), net'' for the three months ended March 31, 2026 and 2025 and the changes between the periods were as follows (in thousands):


	2026			2025		Increase (decrease)
Interest income, net	$	3,272		$	2,714	$	558
Rental income		284			284		—
Foreign currency (losses) gains, net		(123	)		133		(256	)
Gain on disposal of equipment		80			—		80
Other, net		6			3		3
	$	3,519		$	3,134	$	385

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 unfavorable foreign currency exchange rate fluctuations in the first quarter of 2026 compared to the first quarter of 2025.

Income before income taxes was $20,403,000 for the first quarter of 2026, as compared to $2,985,000 for the first quarter of 2025.

The (benefit) provision for income taxes and the effective income tax rates for the three months ended March 31, 2026 and 2025 were as follows (dollars in thousands):


	2026			2025
(Benefit) provision for income taxes	$	(273	)	$	424
Effective income tax rate		(1.3	)%		14.2	%

The effective tax rates differ from the statutory tax rates for the three months ended March 31, 2026 primarily due to excess deductions related to share-based compensation, and for the three months ended March 31, 2025 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets as of March 31, 2025. The (benefit) provision for income taxes for the three months ended March 31, 2026 and 2025 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

VICOR CORP 10-Q