UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 2827, 2025

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

For the transition period from _____ to _____

Commission File Number 1-34679

VISHAY PRECISION GROUP, INC.

(Exact name of registrant as specified in its charter)

	Delaware		27-0986328
	(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)
	3 Great Valley Parkway, Suite 150
	Malvern, PA, 19355		484-321-5300
	(Address of Principal Executive Offices) (Zip Code)		(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, $0.10 par value	VPG	New York Stock Exchange

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 (section 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	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
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

As of ~~August~~November 54, 2025, the registrant had 12,256,197 shares of its common stock and 1,022,887 shares of its Class B convertible common stock outstanding.

VISHAY PRECISION GROUP, INC.

FORM 10-Q

~~June~~September 2827, 2025

CONTENTS

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets – June 28, 2025 (Unaudited) and December 31, 2024	3
	Consolidated Condensed Balance Sheets – September 27, 2025 (Unaudited) and December 31, 2024	3
	Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended June 28, 2025 and June 29, 2024	5
	Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended September 27, 2025 and September 28, 2024	5
	Consolidated Condensed Statements of Operations (Unaudited) – Six Fiscal Months Ended June 28, 2025 and June 29, 2024
	Consolidated Condensed Statements of Operations (Unaudited) – Nine Fiscal Months Ended September 27, 2025 and September 28, 2024
	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Fiscal Quarter Ended June 28, 2025 and June 29, 2024	7
	Consolidated Condensed Statements of Comprehensive Income (Unaudited) – Fiscal Quarter Ended September 27, 2025 and September 28, 2024	7
	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Six Fiscal Months Ended June 28, 2025 and June 29, 2024
	Consolidated Condensed Statements of Comprehensive Income (Unaudited) – Nine Fiscal Months Ended September 27, 2025 and September 28, 2024
	Consolidated Condensed Statements of Cash Flows (Unaudited) – Six Fiscal Months Ended June 28, 2025 and June 29, 2024	9
	Consolidated Condensed Statements of Cash Flows (Unaudited) – Nine Fiscal Months Ended September 27, 2025 and September 28, 2024	9
	Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarter Ended June 28, 2025 and June 29, 2024	10
	Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarter Ended September 27, 2025 and September 28, 2024	10
	Consolidated Condensed Statements of Equity (Unaudited) – Six Fiscal Months Ended June 28, 2025 and June 29, 2024
	Consolidated Condensed Statements of Equity (Unaudited) – Nine Fiscal Months Ended September 27, 2025 and September 28, 2024
	Notes to Unaudited Consolidated Condensed Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3637
Item 4.	Controls and Procedures	3637
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3738
Item 1A.	Risk Factors	3738
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3738
Item 3.	Defaults Upon Senior Securities	3738
Item 4.	Mine Safety Disclosures	3738
Item 5.	Other Information	3738
Item 6.	Exhibits	3839
	SIGNATURES	3940

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Balance Sheets

(In thousands)

	June 28, 2025			December 31, 2024
	September 27, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	9086,~~375~~253		$	79,272
Accounts receivable, net		5159,~~985~~608			51,200
Inventories:
Raw materials		32,~~279~~544			33,013
Work in process		3028,~~730~~900			27,187
Finished goods		2324,~~320~~519			23,960
Inventories, net		8685,~~329~~963			84,160
Prepaid expenses and other current assets		1820,~~953~~514			17,088
Assets held for sale		5,229			5,229
Asset held for sale		—			5,229
Total current assets		252,~~871~~338			236,949
Property and equipment:
Land		2,~~412~~387			2,316
Buildings and improvements		78,~~570~~535			68,125
Machinery and equipment		136,~~575~~393			132,938
Software		1011,~~858~~497			10,351
Construction in progress		23,~~335~~471			11,246
Accumulated depreciation		(~~153~~155,~~411~~715	)		(145,475	)
Property and equipment, net		7776,~~339~~568			79,501
Goodwill		47,~~376~~270			46,819
Intangible assets, net		4039,~~194~~156			41,815
Operating lease right-of-use assets		2322,~~113~~768			24,316
Other assets		24,~~661~~220			21,535
Total assets	$	~~465~~462,~~554~~320		$	450,935

See accompanying notes.

-3-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Balance Sheets

(In thousands)

	June 28, 2025			December 31, 2024
	September 27, 2025			December 31, 2024
	(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	10,~~344~~788		$	9,890
Payroll and related expenses		19,~~715~~736			18,546
Other accrued expenses		2324,~~481~~159			19,725
Income taxes		~~247~~2,604			880
Current portion of operating lease liabilities		4,~~321~~212			3,998
Total current liabilities		5861,~~108~~499			53,039
Long-term debt		3120,~~526~~555			31,441
Deferred income taxes		32,~~868~~551			3,779
Operating lease liabilities		19,~~212~~065			19,928
Other liabilities		14,~~879~~120			14,193
Accrued pension and other postretirement costs		6,~~706~~726			6,695
Total liabilities		~~134~~124,~~299~~516			129,075
Equity:
Common stock		1,339			1,336
Common stock, par value $0.10 per share: 25,000,000 shares authorized; 12,256,197 shares outstanding as of September 27, 2025 and 12,215,668 shares outstanding as of December 31, 2024		1,340			1,336
Class B convertible common stock		103			103
Class B convertible common stock, par value $0.10 per share: 3,000,000 shares authorized; 1,022,887 shares outstanding as of September 27, 2025 and December 31, 2024		103			103
Treasury stock		(25,335	)		(25,335	)
Treasury stock, at cost - 1,137,995 shares held at September 27, 2025 and December 31, 2024		(25,335	)		(25,335	)
Capital in excess of par value		~~203~~204,~~537~~029			202,783
Retained earnings		~~191~~199,~~283~~141			191,977
Accumulated other comprehensive loss		(3941,~~716~~520	)		(48,897	)
Total Vishay Precision Group, Inc. stockholders' equity		~~331~~337,~~211~~758			321,967
Noncontrolling interests		4446			(107	)
Total equity		~~331~~337,~~255~~804			321,860
Total liabilities and equity	$	~~465~~462,~~554~~320		$	450,935

See accompanying notes.

-4-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

	Fiscal Quarter Ended
	June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024
Net revenues	$	7579,~~161~~728		$	7775,~~359~~727
Costs of products sold		4447,~~567~~603			4445,~~952~~467
Gross profit		3032,~~594~~125			3230,~~407~~260
Selling, general and administrative expenses		27,~~701~~296			26,~~501~~337
Restructuring costs		185			—
Gain on asset held for sale		(5,544	)		-
Operating income		2,708			5,906
Restructuring costs		214			82
Other (expense) income:
Operating income		10,159			3,841
Interest expense		(550	)		(649	)
Other (expense) income :
Other		(1,262	)		1,701
Interest expense		(425	)		(648	)
Other (expense) income		(1,812	)		1,052
Other		159			(2,646	)
Income before taxes		896			6,958
Other expense		(266	)		(3,294	)
Income tax expense		592			2,316
Income before taxes		9,893			546
Net earnings		304			4,642
Income tax expense		1,961			1,874
Less: net earnings attributable to noncontrolling interests		56			39
Net earnings (loss)		7,932			(1,328	)
Net earnings attributable to VPG stockholders	$	248		$	4,603
Less: net earnings attributable to noncontrolling interests		74			23
Basic earnings per share attributable to VPG stockholders	$	0.02		$	0.34
Net earnings (loss) attributable to VPG stockholders	$	7,858		$	(1,351	)
Diluted earnings per share attributable to VPG stockholders	$	0.02		$	0.34
Basic earnings (loss) per share attributable to VPG stockholders	$	0.59		$	(0.10	)
Weighted average shares outstanding - basic		13,263			13,348
Diluted earnings (loss) per share attributable to VPG stockholders	$	0.59		$	(0.10	)
Weighted average shares outstanding - diluted		13,309			13,389
Weighted average shares outstanding - basic		13,279			13,254
Weighted average shares outstanding - diluted		13,344			13,254

See accompanying notes.

-5-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

	Six Fiscal Months Ended
	Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024
Net revenues	$	~~146~~226,~~902~~630		$	~~158~~233,~~142~~869
Costs of products sold		89136,~~262~~866			90136,~~641~~108
Gross profit		5789,~~640~~764			6797,~~501~~761
Selling, general and administrative expenses		5481,~~412~~708			5380,~~895~~232
Restructuring costs		580			782
Gain on asset held for sale		(5,544	)		-
Operating income		2,648			12,824
Restructuring costs		793			864
Operating income		12,807			16,665
Other (expense) income :
Interest expense		(1,~~101~~525	)		(1,~~277~~925	)
Other		(1,~~938~~781	)		~~3,561~~915
Other (expense) income		(3,039	)		2,284
Other expense		(3,306	)		(1,010	)
(Loss) Income before taxes		(391	)		15,108
Income before taxes		9,501			15,654
Income tax expense		~~260~~2,220			46,~~634~~508
Net (loss) earnings		(651	)		10,474
Net earnings		7,281			9,146
Less: net earnings (loss) attributable to noncontrolling interests		43			(20	)
Less: net earnings attributable to noncontrolling interests		117			3
Net (loss) earnings attributable to VPG stockholders	$	(694	)	$	10,494
Net earnings attributable to VPG stockholders	$	7,164		$	9,143
Basic (loss) earnings per share attributable to VPG stockholders	$	(0.05	)	$	0.78
Basic earnings per share attributable to VPG stockholders	$	0.54		$	0.68
Diluted (loss) earnings per share attributable to VPG stockholders	$	(0.05	)	$	0.78
Diluted earnings per share attributable to VPG stockholders	$	0.54		$	0.68
Weighted average shares outstanding - basic		13,~~259~~260			13,~~376~~367
Weighted average shares outstanding - diluted		13,~~259~~307			13,~~428~~405

See accompanying notes.

-6-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income ~~(Loss)~~

(Unaudited - In thousands)

	Fiscal Quarter Ended
	June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024
Net earnings	$	304		$	4,642
Net earnings (loss)	$	7,932		$	(1,328	)
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		5(1,~~496~~806	)		(26,~~596~~809	)
Pension and other postretirement actuarial items		122			(68	)
Other comprehensive income (loss)		5,508			(2,602	)
Other comprehensive (loss) income		(1,804	)		6,801
Comprehensive income		56,~~812~~128			25,~~040~~473
Less: comprehensive income attributable to noncontrolling interests		5674			3923
Comprehensive income attributable to VPG stockholders	$	56,~~756~~054		$	25,~~001~~450

See accompanying notes.

-7-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income ~~(Loss)~~

(Unaudited - In thousands)

	Six Fiscal Months Ended
	Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024
Net (loss) earnings	$	(651	)	$	10,474
Net earnings	$	7,281		$	9,146
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		97,~~177~~363			(~~7,488~~679	)
Pension and other postretirement actuarial items		414			(816	)
Other comprehensive income (loss)		97,~~181~~377			(~~7,496~~695	)
Comprehensive income		814,~~530~~658			28,~~978~~451
Less: comprehensive income (loss) attributable to noncontrolling interests		43			(20	)
Less: comprehensive income attributable to noncontrolling interests		117			3
Comprehensive income attributable to VPG stockholders	$	814,~~487~~541		$	28,~~998~~448

See accompanying notes.

-8-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

	Six Fiscal Months Ended
	Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024
Operating activities
Net (loss) earnings	$	(651	)	$	10,474
Net earnings	$	7,281		$	9,146
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		711,~~889~~878			711,~~859~~771
Loss (gain) on sale of property and equipment		3364			(~~155~~154	)
Share-based compensation expense		1,057			953
Gain on asset held for sale		(5,544	)		—
Inventory write-offs for obsolescence		1,649			1,163
Share-based compensation expense		1,550			1,060
Deferred income taxes		(881	)		483
Inventory write-offs for obsolescence		2,334			1,722
Foreign currency impacts and other items		397			(3,602	)
Deferred (expense) income taxes		(2,322	)		512
Foreign currency impacts and other items		270			(1,213	)
Net changes in operating assets and liabilities:
Accounts receivable		1(6,~~614~~223	)		43,~~925~~340
Inventories		(12,~~525~~084	)		(41,~~155~~816	)
Prepaid expenses and other current assets		(12,~~214~~863	)		(25,~~733~~576	)
Trade accounts payable		~~329~~323			~~1,081~~(743	)
Other current liabilities		36,~~294~~499			(13,~~293~~921	)
Other non current assets and liabilities, net		(1,~~012~~335	)		(~~841~~767	)
Accrued pension and other postretirement costs, net		~~232~~126			(~~289~~322	)
Net cash provided by operating activities		119,~~211~~954			13,~~870~~039
Investing activities
Capital expenditures		(24,~~760~~953	)		(56,~~178~~965	)
Proceeds from sale of property and equipment		20			347
Proceeds from sale of asset held for sale and property and equipment		10,891			647
Net cash used in investing activities		(2,740	)		(4,831	)
Net cash provided by (used in) investing activities		5,938			(6,318	)
Financing activities
Purchase of treasury stock		—			(5,887	)
Repayments on revolving facility		(11,000	)		—
Distributions to noncontrolling interests		108			(40	)
Debt issuance costs		—			(569	)
Payments of employee taxes on certain share-based arrangements		(256	)		(854	)
Purchase of treasury stock		—			(7,815	)
Net cash used in financing activities		(148	)		(6,781	)
Contributions (distributions) from noncontrolling interests		36			(50	)
Effect of exchange rate changes on cash and cash equivalents		2,780			(2,095	)
Payments of employee taxes on certain share-based arrangements		(256	)		(860	)
Increase in cash and cash equivalents		11,103			163
Net cash used in financing activities		(11,220	)		(9,294	)
Effect of exchange rate changes on cash and cash equivalents		2,309			(315	)
Increase (Decrease) in cash and cash equivalents		6,981			(2,888	)
Cash and cash equivalents at beginning of period		79,272			83,965
Cash and cash equivalents at end of period	$	9086,~~375~~253		$	8481,~~128~~077
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid	$	~~732~~1,239		$	~~972~~1,354
Supplemental disclosure of financing transactions:
Excise tax on net share repurchases accrued but not yet paid		—			4160

See accompanying notes.

-9-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

	Fiscal Quarter Ended
	June 28, 2025
	September 27, 2025
			Class B										Accumulated
			Convertible					Capital in					Other			Total VPG Inc.
	Common		Common		Treasury			Excess of			Retained		Comprehensive			Stockholders'			Noncontrolling			Total
	Stock		Stock		Stock			Par Value			Earnings		Income (Loss)			Equity			Interests			Equity
Balance at March 29, 2025	$	1,338	$	103	$	(25,335	)	$	203,071		$	191,035	$	(45,224	)	$	324,988		$	27		$	325,015
Net earnings		—		—		—			—			248		—			248			56			304
Other comprehensive income		—		—		—			—			—		5,508			5,508			—			5,508
Share-based compensation expense		—		—		—			512			—		—			512			—			512
Restricted stock issuances (18,679 shares)		1		—		—			(46	)		—		—			(45	)		—			(45	)
Excise tax on net share repurchase		—		—		—			—			—		—			—			—			—
Distributions to noncontrolling interests		—		—		—			—			—		—			—			(39	)		(39	)
Balance at June 28, 2025	$	1,339	$	103	$	(25,335	)	$	203,537		$	191,283	$	(39,716	)	$	331,211		$	44		$	331,255
Net earnings		—		—		—			—			7,858		—			7,858			74			7,932
Other comprehensive income		—		—		—			—			—		(1,804	)		(1,804	)		—			(1,804	)
Share-based compensation expense		—		—		—			493			—		—			493			—			493
Restricted stock issuances (3,065 shares)		1		—		—			(1	)		—		—			(0	)		—			(0	)
Distributions to noncontrolling interests		—		—		—			—			—		—			—			(72	)		(72	)
Balance at September 27, 2025	$	1,340	$	103	$	(25,335	)	$	204,029		$	199,141	$	(41,520	)	$	337,758		$	46		$	337,804

	Fiscal Quarter Ended
	June 29, 2024
	September 28, 2024
			Class B											Accumulated
			Convertible					Capital in						Other			Total VPG Inc.
	Common		Common		Treasury			Excess of			Retained			Comprehensive			Stockholders'			Noncontrolling			Total
	Stock		Stock		Stock			Par Value			Earnings			Income (Loss)			Equity			Interests			Equity
Balance at March 30, 2024	$	1,334	$	103	$	(20,230	)	$	202,475		$	187,957		$	(43,763	)	$	327,876		$	(8	)	$	327,868
Net earnings		—		—		—			—			4,603			—			4,603			39			4,642
Other comprehensive loss		—		—		—			—			—			(2,602	)		(2,602	)		—			(2,602	)
Share-based compensation expense		—		—		—			292			—			—			292			—			292
Restricted stock issuances (16,612 shares)		2		—		—			(2	)		—			—			—			—			—
Purchase of treasury stock. (96,710 shares)		—		—		(3,132	)		—			—			—			(3,132	)		—			(3,132	)
Excise tax on net share repurchase		—		—		(26	)		—			—			—			(26	)		—			(26	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			(8	)		(8	)
Balance at June 29, 2024	$	1,336	$	103	$	(23,388	)	$	202,765		$	192,560		$	(46,365	)	$	327,011		$	23		$	327,034
Net loss		—		—		—			—			(1,351	)		—			(1,351	)		23			(1,328	)
Other comprehensive loss		—		—		—			—			—			6,801			6,801			—			6,801
Share-based compensation expense		—		—		—			107			—			—			107			—			107
Purchase of treasury stock. (63,227 shares)		—		—		(1,928	)		—			—			—			(1,928	)		—			(1,928	)
Excise tax on net share repurchase		—				(19	)		—			—			—			(19	)		—			(19	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			(10	)		(10	)
Balance at September 28, 2024	$	1,336	$	103	$	(25,335	)	$	202,872		$	191,209		$	(39,564	)	$	330,621		$	36		$	330,657

See accompanying notes.

-10-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

	Six Fiscal Months Ended June 28, 2025
	Nine Fiscal Months Ended September 27, 2025
			Class B											Accumulated
			Convertible					Capital in						Other			Total VPG Inc.
	Common		Common		Treasury			Excess of			Retained			Comprehensive			Stockholders'			Noncontrolling			Total
	Stock		Stock		Stock			Par Value			Earnings			Income (Loss)			Equity			Interests			Equity
Balance at December 31, 2024	$	1,336	$	103	$	(25,335	)	$	202,783		$	191,977		$	(48,897	)	$	321,967		$	(107	)	$	321,860
Net loss		—		—		—			—			(694	)		—			(694	)		43			(651	)
Net earnings		—		—		—			—			7,164			—			7,164			117			7,281
Other comprehensive income		—		—		—			—			—			97,~~181~~377			97,~~181~~377			—			97,~~181~~377
Share-based compensation expense		—		—		—			1,~~057~~550			—			—			1,~~057~~550			—			1,~~057~~550
Restricted stock issuances (37,464 shares)		3		—		—			(303	)		—			—			(300	)		—			(300	)
Restricted stock issuances (40,529 shares)		4		—		—			(304	)		—			—			(300	)		—			(300	)
Excise tax on net share repurchase		—		—		—			—			—			—			—			—			—
Distributions to noncontrolling interests		—		—		—			—			—			—			—			108			108
Contributions from noncontrolling interests		—		—		—			—			—			—			—			36			36
Balance at June 28, 2025	$	1,339	$	103	$	(25,335	)	$	203,537		$	191,283		$	(39,716	)	$	331,211		$	44		$	331,255
Balance at September 27, 2025	$	1,340	$	103	$	(25,335	)	$	204,029		$	199,141		$	(41,520	)	$	337,758		$	46		$	337,804

	Six Fiscal Months Ended June 29, 2024
	Nine Fiscal Months Ended September 28, 2024
			Class B										Accumulated
			Convertible					Capital in					Other			Total VPG Inc.
	Common		Common		Treasury			Excess of			Retained		Comprehensive			Stockholders'			Noncontrolling			Total
	Stock		Stock		Stock			Par Value			Earnings		Income (Loss)			Equity			Interests			Equity
Balance at December 31, 2023	$	1,330	$	103	$	(17,460	)	$	202,672		$	182,066	$	(38,869	)	$	329,842		$	83		$	329,925
Net earnings		—		—		—			—			109,~~494~~143		—			109,~~494~~143			~~(20~~3	)		109,~~474~~146
Other comprehensive loss		—		—		—			—			—		(~~7,496~~695	)		(~~7,496~~695	)		—			(~~7,496~~695	)
Share-based compensation expense		—		—		—			~~953~~1,060			—		—			~~953~~1,060			—			~~953~~1,060
Restricted stock issuances (55,219 shares)		6		—		—			(860	)		—		—			(854	)		—			(854	)
Purchase of treasury stock (181,475 shares)		—		—		(5,887	)		—			—		—			(5,887	)		—			(5,887	)
Purchase of treasury stock (244,702 shares)		—		—		(7,815	)		—			—		—			(7,815	)		—			(7,815	)
Excise tax on net share repurchase		—		—		(4160	)		—			—		—			(4160	)		—			(4160	)
Distributions to noncontrolling interests		—		—		—			—			—		—			—			(4050	)		(4050	)
Balance at June 29, 2024	$	1,336	$	103	$	(23,388	)	$	202,765		$	192,560	$	(46,365	)	$	327,011		$	23		$	327,034
Balance at September 28, 2024	$	1,336	$	103	$	(25,335	)	$	202,872		$	191,209	$	(39,564	)	$	330,621		$	36		$	330,657

See accompanying notes.

-11-

Vishay Precision Group, Inc.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 – Basis of Presentation

Background

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

Interim Financial Statements

These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025. The results of operations for the fiscal quarter ended ~~June~~September 2827, 2025 are not necessarily indicative of the results to be expected for the full year. VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2025 and 2024 end on the following dates:

	*2025*	*2024*
Quarter 1	March 29,	March 30,
Quarter 2	June 28,	June 29,
Quarter 3	September 27,	September 28,
Quarter 4	December 31,	December 31,

Recent Accounting Pronouncements

The Company evaluates the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB").

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. As part of the Annual Report for the year ended December 31, 2024, which was filed on February 25, 2025, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented. Refer to Note 14 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

- 12-

Note 2 – Revenues

Revenue Recognition

The following table disaggregates net revenue by geographic region from contracts with customers based on net revenues generated by subsidiaries within that geographic location (in thousands):

Fiscal Quarter Ended

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

Sensors

Weighing Solutions

Measurement Systems

Total

Sensors

Weighing Solutions

Measurement Systems

Total

United States

1013,~~756~~685

1211,~~470~~665

1210,~~708~~581

35,~~934~~931

910,~~984~~068

11,~~010~~154

1314,~~009~~751

3435,~~003~~973

Europe

78,~~170~~363

1312,~~819~~778

~~721~~3,371

2124,~~710~~512

87,~~386~~475

1311,~~241~~017

~~735~~378

2218,~~362~~870

Asia

5,~~045~~492

3,~~077~~043

12,~~626~~683

911,~~748~~218

45,~~626~~479

32,~~043~~901

1,~~649~~778

910,~~318~~158

Canada

—

14—

43,~~115~~931

43,~~129~~931

—

67—

5,~~650~~445

5,~~717~~445

Israel

34,~~592~~085

4851

—

34,~~640~~136

5,~~872~~179

87102

—

5,~~959~~281

Total

2631,~~563~~625

2927,~~428~~537

1920,~~170~~566

7579,~~161~~728

28,~~868~~201

2725,~~448~~174

2122,~~043~~352

7775,~~359~~727

Six Fiscal Months Ended June 28, 2025

Six Fiscal Months Ended June 29, 2024

Nine Fiscal Months Ended September 27, 2025

Nine Fiscal Months Ended September 28, 2024

Sensors

Weighing Solutions

Measurement Systems

Total

Sensors

Weighing Solutions

Measurement Systems

Total

United States

2134,~~233~~918

2335,~~655~~320

2435,~~995~~576

69105,~~883~~814

1929,~~864~~931

2233,~~337~~491

2439,~~453~~204

66102,~~654~~626

Europe

1523,~~517~~879

2538,~~912~~690

14,~~190~~561

4267,~~619~~130

1724,~~461~~936

2738,~~472~~489

3,~~160~~539

4866,~~093~~964

Asia

915,~~908~~400

69,~~196~~240

36,~~838~~521

1931,~~942~~161

1016,~~899~~378

69,~~218~~119

56,~~095~~873

2232,~~212~~370

Canada

—

711,~~393~~325

711,~~415~~347

—

101

1016,~~859~~303

1016,~~960~~404

Israel

611,~~962~~046

81132

—

711,~~043~~178

1015,~~059~~238

~~164~~267

—

1015,~~223~~505

Total

5385,~~620~~243

5583,~~866~~404

3757,~~416~~983

~~146~~226,~~902~~630

5886,~~283~~483

5681,~~292~~467

4365,~~567~~919

~~158~~233,~~142~~869

The following table disaggregates net revenue from contracts with customers by market sector (in thousands).

Fiscal Quarter Ended

~~Six~~Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Test & Measurement

1416,~~881~~829

1314,~~968~~337

2946,~~614~~442

2943,~~618~~955

Avionics, Military & Space

7,~~278~~262

68,~~199~~581

1219,~~656~~918

1321,~~188~~769

Transportation

1514,~~496~~724

1112,~~813~~802

3045,~~927~~651

2638,~~183~~985

Other Markets

14,~~815~~352

1714,~~953~~826

2842,~~063~~415

3348,~~924~~750

Industrial Weighing

9,~~450~~083

98,~~629~~578

1726,~~660~~742

1928,~~443~~021

General Industrial

45,~~318~~720

4,~~845~~538

915,~~606~~326

1014,~~164~~702

Steel

811,~~923~~758

12,~~952~~065

1830,~~376~~136

2537,~~622~~687

Total

7579,~~161~~728

7775,~~359~~727

~~146~~226,~~902~~630

~~158~~233,~~142~~869

Contract Assets & Liabilities

Contract assets are established when revenues are recognized prior to a contractual payment due from the customer. When a payment becomes due based on the contract terms, the Company will reduce the contract asset and record a receivable. Contract liabilities are deferred revenues that are recorded when cash payments are received or due in advance of our performance obligations. Our payment terms vary by the type and location of the products offered. The term between invoicing and when payment is due is not significant.

The outstanding contract assets and liability accounts were as follows (in thousands):

	Contract Asset			Contract Liability
				Accrued
	Unbilled			Customer
	Revenue			Advances
Balance at December 31, 2024	$	3,330		$	8,272
Balance at June 28, 2025		3,084			8,730
Balance at September 27, 2025		2,563			8,893
Increase (decrease)	$	~~246~~(767	)	$	~~(458~~621	)

The amount of revenue recognized during the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 that was included in the contract liability balance at December 31, 2024 was $1.5 .9 million.

- 13-

Note 3 – Sale Asset Held ~~Assets held~~ for ~~sale~~Sale

~~During~~Sale ~~the fourth quarter~~ of ~~2024,~~Manufacturing ~~the~~Facility ~~Company~~in ~~committed to a plan to sell its manufacturing facility located at~~ Kent, Washington ~~(Weighing Solutions Segment) as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization.~~

~~The~~On July ~~Company~~10, ~~determined~~2025, ~~that~~as ~~the~~part ~~criteria~~of ~~for~~the ~~classifying~~Company’s ~~the~~ongoing ~~asset~~strategy asto ~~held~~focus ~~for~~on ~~sale~~its ascore ~~of December~~operations ~~31,~~and ~~2024,~~optimize ~~had~~its ~~been~~asset ~~met.~~base ~~Accordingly~~utilization, the ~~carrying~~Company ~~value~~completed of the ~~asset~~sale as of ~~June~~ ~~28,~~its ~~2025~~manufacturing isfacility ~~presented~~located ~~separately~~at asKent, aWashington ~~current~~which ~~asset~~was inpart of the ~~consolidated~~Weighing ~~balance~~Solutions ~~sheet~~Segment.

AThe total ~~summary~~sale ofproceeds amounted to $11.5 million, and the ~~assets~~net ~~held~~proceeds, ~~for~~after ~~sale~~deducting asbroker’s ~~of June~~commission ~~28,~~and ~~2025~~real isestate ~~included~~excise intax, ~~the~~were ~~table~~approximately ~~below:~~$10.8 million.

Location	Asset Category	Cost		Accumulated Depreciation		Net Carrying Value
Kent, Washington	Land	$	1,800	$	—	$	1,800
	Building & Improvements	$	4,910	$	1,481	$	3,429
		$	6,710	$	1,481	$	5,229

The carrying amount of the asset was previously classified as asset held for sale under current assets in the consolidated balance sheet as of December 31, 2024 after meeting the criteria outlined in ASC 360. No further depreciation was recorded once the asset was classified as held for sale.

~~The Company~~Upon ~~completed~~completion of the sale, ~~during July~~the ~~2025 at~~Company recognized a ~~price~~gain of approximately $5.5 million in July 2025, which is ~~higher~~included ~~than~~in Operating income in the ~~carrying~~condensed ~~value~~consolidated statements of operations for the ~~asset (see~~quarter ~~Note~~ended 18and -nine ~~Subsequent~~fiscal ~~event)~~months ended September 27, 2025.

The net cash proceeds were used to repay a portion of the Company's credit facility, as further discussed in Note 7 – Long-Term Debt.

Note 4 – Goodwill

The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of its fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred.

The change in the carrying amount of goodwill by reporting unit is as follows (in thousands):

	Total		~~Measurement Systems~~	Measurement Systems					~~Weighing Solutions~~					Weighing Solutions
			~~Steel~~	~~Nokra~~Steel		~~DSI~~	~~DTS~~Nokra		~~On-board weighing~~	DSI		DTS		On-board weighing
Balance at December 31, 2024	$ ~~46,819~~	46,819	~~$ 5,964~~	$ ~~1,633~~	5,964	~~$ 16,878~~	$ ~~16,033~~	1,633	~~$ 6,311~~	$	16,878	$	16,033	$	6,311
Adjustment (1)	$ —	—	~~$ 1,633~~	$ ~~(1,633)~~	1,633	~~$ —~~	$ —	(1,633	~~$ —~~)	$	—	$	—	$	—
Foreign currency translation adjustment	$ ~~557~~	451	~~$ 513~~	$ —	406	~~$ 44~~	$ —	—	~~$ —~~	$	45	$	—	$	—
Balance at June 28, 2025	$ 47,376		$ 8,110	$ —		$ 16,922	$ 16,033		$ 6,311
Balance at September 27, 2025	$	47,270		$	8,003		$	—		$	16,923	$	16,033	$	6,311

⁽¹⁾The goodwill resulting from the acquisition of Nokra in September 2024, was allocated to the Steel reporting unit.

- 14-

Note 5 – Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to eleven years, four months.

The Company has no finance leases.

Leases recorded on the balance sheet consist of the following (in thousands):

Leases	~~June~~September 2827, 2025		December 31, 2024
Assets
Operating lease right of use asset	$	2322,~~113~~768	$	24,316
Liabilities
Operating lease - current	$	4,~~321~~212	$	3,998
Operating lease - non-current	$	19,~~212~~065	$	19,928

Other information related to lease term and discount rate is as follows:

	June 28, 2025
	September 27, 2025
Operating leases weighted average remaining lease term (in years)		6.6544
Operating leases weighted average discount rate		4.9597	%

The components of lease expense are as follows (in thousands):

	Fiscal Quarter Ended						~~Six~~Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Operating lease cost	$	1,~~344~~373		$	1,~~321~~319		$	24,~~675~~048		$	24,~~704~~024
Short-term lease cost		1546			76			3982			2531
Sublease income		(~~131~~139	)		(111	)		(~~248~~387	)		(~~224~~334	)
Total net lease cost	$	1,~~228~~280		$	1,~~217~~214		$	23,~~466~~743		$	23,~~505~~721

Right of use assets obtained in exchange for new operating lease liability during the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 were $01.5 3 million. The Company paid $24.7 0 million and $3.9 million for its operating leases for each of the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of ~~June~~September 2827, 2025 are summarized as follows (in thousands):

2025	$	21,~~715~~400
2026		4,~~502~~714
2027		34,~~934~~154
2028		3,~~629~~823
2029		3,~~536~~685
Thereafter		9,~~180~~312
Total future minimum lease payments	$	27,~~496~~088
Less: amount representing interest		(3,~~963~~811	)
Present value of future minimum lease payments	$	23,~~533~~277

- 15-

Note 6 – Income Taxes

~~For~~The ~~the fiscal quarter ended June 28, 2025, the~~ Company reported ~~tax~~an ~~expenses, and its~~ effective income tax rate ~~was~~of 6619.08% ~~compared~~for to the third fiscal quarter ~~ended June~~of 292025, ~~2024,~~compared ~~where~~to ~~the~~343.2% ~~Company~~in ~~reported~~the ~~income~~third ~~taxes,~~fiscal ~~and~~quarter ~~its~~of ~~effective tax rate was 33~~2024.~~3%.~~

The effective tax rate for the fiscal quarter ended ~~June~~September 2827, 2025, ~~resulted~~ primarily resulted from ~~our~~an ~~foreign~~increase in U.S. taxable income, ~~being~~the ~~taxed~~impact atof ~~varying~~the ~~tax~~One ~~rates~~ Big Beautiful Bill Act (the “OBBBA”), and changes in ~~our~~the valuation allowance on deferred tax assets, which provided a tax benefit. Sequentially, ~~The~~the effective tax rate for the ~~fiscal~~third quarter ~~ended June~~was ~~29,~~mainly ~~2024~~influenced ~~resulted~~by ~~primarily from our~~ foreign income ~~being~~ taxed at varying ~~tax~~statutory rates and changes in ~~our~~the valuation allowance on deferred tax assets. For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4%, compared to 41.6% for the same period in 2024. The year-over-year change in the effective tax rate was primarily driven by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S. entities.

~~For~~On July 4, 2025, the ~~six~~OBBBA was ~~months~~enacted ~~ended June~~into 28law, ~~2025,~~extending key provisions of the ~~Company~~2017 ~~reported~~Tax ~~income~~Cuts ~~taxes~~and atJobs anAct. ~~effective~~The ~~tax~~OBBBA ~~rate~~restores expensing of ~~(66~~domestic research expenditures for years beginning after December 31, 2024.~~5)%~~ Additionally, ~~compared~~the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the ~~six~~U.S. ~~months~~taxation ~~ended~~of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after ~~June~~January 2919, ~~2024~~2025. The legislation has multiple effective dates, ~~where~~with certain provisions effective in 2025 and others implemented through 2027. Due to the OBBBA provisions, the Company ~~reported~~recorded ~~income~~tax ~~taxes~~benefit atfor anthe ~~effective~~quarter ~~tax~~as ~~rate~~a decrease in valuation allowance on part of 30 our deferred tax assets.~~7%.~~

The change in effective tax rate in the six months ended June 28, 2025 compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter profits that increased the Company’s tax expenses, in addition to the effect of foreign currency exchange rates on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. The OBBBA provides for accelerated depreciation for property acquired and placed in service after January 19, 2025, and restores expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S. taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is continuing to evaluate the impact of the OBBBA on the consolidated financial statements.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

Note 7 – Long-Term Debt

Long-term debt consists of the following (in thousands):

	June 28, 2025			December 31, 2024
	September 27, 2025			December 31, 2024
Credit Agreement - Revolving Facility	$	32,000		$	32,000
Deferred financing costs		(474	)		(559	)
Repayment of credit facility		(11,000	)		-
Total long-term debt	$	31,526		$	31,441
Deferred financing costs		(445	)		(559	)
Total long-term debt	$	20,555		$	31,441

2024 Credit Agreement

On August 15, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the “2024 Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A., as agent for such lenders, pursuant to which its previously existing credit agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee. The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $75.0 million, with a sublimit of $10 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the existing credit facility. The aggregate principal amount of the 2024 Revolving Facility may be increased by a maximum of $25.0 million upon the request of the Company, subject to the terms of the 2024 Credit Agreement. The Company may elect to make loans under the 2024 Revolving Facility in US Dollars, Euros, Canadian Dollars, Sterling, Japanese Yen or such other freely convertible foreign currency.

Amounts borrowed under the 2024 Revolving Facility accrue interest in an amount equal to a floating rate plus a specified margin. Such floating rates are (i) for loans denominated in US Dollars, at the Company’s option, either (a) the greatest of: the Agent’s prime rate, the Federal Funds rate, or a 1% floor (the “US Base Rate”), or (b) the SOFR, (ii) for loans denominated in Canadian Dollars, at the Company’s option, either (x) the greatest of: the PRIMCAN Index rate, the average 30 day rate for loans accruing interest based on the Canadian Overnight Repo Rate Average (“CORRA”) (the “Canadian Base Rate”), or (y) CORRA, (iii) for loans denominated in Pounds Sterling, the Sterling Overnight Index Average (“SONIA”), (iv) for loans denominated in Euros, the Euro Interbank Offered Rate (“EURIBOR"), and (v) for loans denominated in Japanese Yen, the Tokyo Interbank Offered Rate (“TIBOR”). The specified interest margin for US Base Rate Loans and Canadian Base Rate Loans is 0.25%. Depending upon the Company’s leverage ratio, the interest rate margin for loans based on SOFR, CORRA, SONIA, EURIBOR and TIBOR ranges from 1.75% to 3.00% per annum. The Company is required to pay a quarterly fee of 0.20% per annum to 0.40% per annum on the unused portion of the 2024 Revolving Facility, which is also determined based on the Company’s leverage ratio. Additional customary fees apply with respect to letters of credit.

~~The~~On July ~~obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries~~17, ~~as well as guarantees by substantially all of~~ 2025, the Company’s ~~domestic~~made ~~subsidiaries.~~a ~~The~~partial ~~obligations~~repayment of ~~the~~its ~~Company~~revolving ~~and~~debt ~~the~~in ~~guarantors under~~ the ~~2024~~amount ~~Credit Agreement are secured by substantially all the assets (excluding real estate)~~ of ~~the Company and such guarantors~~$11.0 million, using ~~The~~proceeds ~~2024 Credit Agreement restricts the Company~~ from ~~paying cash dividends and requires~~ the ~~Company~~sale ~~to comply with other customary covenants, representations, and warranties, including the maintenance~~ of ~~specific~~manufacturing ~~financial~~facility ~~ratios.~~(see ~~The~~Note ~~financial~~3 - ~~maintenance~~Sale covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at June 28, 2025. If the Company is not in compliance with any of Asset Held ~~these~~for ~~covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Revolving Facility could become immediately payable~~Sale).

The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility. As of September 27, 2025, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.

The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries. The obligations of the Company and the guarantors under the 2024 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors. The 2024 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants as of September 27, 2025. If the Company is not in compliance with any of these covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Revolving Facility could become immediately payable.

- 16-

Note 8 – Accumulated Other Comprehensive ~~Income~~ (Loss) Income

The components of accumulated other comprehensive ~~income~~ (loss), income net of tax, consist of the following (in thousands):

	Foreign			Pension
	Currency			and Other
	Translation			Postretirement
	Adjustment			Actuarial Items		Total
Balance at January 1, 2025	$	(48,915	)	$	18	$	(48,897	)
Other comprehensive income before reclassifications		97,~~177~~363			—	$	97,~~177~~363
Amounts reclassified from accumulated other comprehensive income		—			414	$	414
Balance at June 28, 2025	$	(39,738	)	$	22	$	(39,716	)
Balance at September 27, 2025	$	(41,552	)	$	32	$	(41,520	)

	Foreign			Pension
	Currency			and Other
	Translation			Postretirement
	Adjustment			Actuarial Items			Total
Balance at January 1, 2024	$	(39,262	)	$	393		$	(38,869	)
Other comprehensive loss before reclassifications		(~~7,488~~679	)		—			(~~7,488~~679	)
Amounts reclassified from accumulated other comprehensive loss		—			(816	)		(816	)
Balance at June 29, 2024	$	(46,750	)	$	385		$	(46,365	)
Balance at September 28, 2024	$	(39,941	)	$	377		$	(39,564	)

Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 9 - Pension and Other Postretirement Benefits).

Note 9 – Pension and Other Postretirement Benefits

Employees of VPG participate in various defined benefit pension and other postretirement benefit ("OPEB") plans. The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands):

	Fiscal Quarter Ended						Fiscal Quarter Ended
	June 28, 2025						June 29, 2024
	September 27, 2025						September 28, 2024
	Pension			OPEB			Pension			OPEB
	Plans			Plans			Plans			Plans
Net service cost	$	66		$	3		$	66		$	4
Interest cost		~~205~~208			28			~~190~~191			27
Expected return on plan assets		(~~174~~176	)		—			(~~209~~211	)		—
Amortization of actuarial losses (gains)		2			(8	)		4			(3	)
Net periodic benefit cost	$	99100		$	23		$	5150		$	28

	Six Fiscal Months Ended						Six Fiscal Months Ended
	Nine Fiscal Months Ended						Nine Fiscal Months Ended
	June 28, 2025						June 29, 2024
	September 27, 2025						September 28, 2024
	Pension			OPEB			Pension			OPEB
	Plans			Plans			Plans			Plans
Net service cost	$	~~129~~195		$	710		$	~~133~~199		$	812
Interest cost	$	~~406~~613		$	5785			~~381~~572			5481
Expected return on plan assets	$	(~~343~~519	)	$	—			(~~419~~630	)		—
Amortization of actuarial losses (gains)		57			(1624	)		913			(69	)
Net periodic benefit cost	$	~~197~~296		$	4871		$	~~104~~154		$	5684

- 17-

Note 10 – Share-Based Compensation

The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At ~~June~~September 2827, 2025, the Company had reserved 378,739 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On February 25, 2025 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate ~~target~~ grant-date fair value of $1.9 million and were comprised of 79,729 RSUs. Fifty percent of these awards will vest on January 1, 2028, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2028, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On February 25, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Certain employees received awards, of which 75% are performance-based and certain employees received awards of which 50% are performance-based. The awards have an aggregate grant-date fair value of $0.4 million and were comprised of 18,282 RSUs. The non-performance portion of these awards (twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2028, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2028, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 21, 2025, and in accordance with the Company's 2025 Non-Employee Director Compensation Plan, the Board of Directors ("Board") approved the issuance of an aggregate of 18,252 RSUs to the independent board members of the Board.

The awards had an aggregate grant-date fair value of $0.5 million and will vest on or before the 2026 Annual Stockholders Meeting in May 2026, subject to each applicable director's continued service on the Board. Vesting of equity awards is subject to acceleration under certain circumstances.

On July 1, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. One employee received an award, of which 75% is performance-based and one employee received an award of which 50% is performance-based. The awards have an aggregate grant-date fair value of $0.1 million and were comprised of 2,444 RSUs. The non-performance portion of these awards will vest on July 1, 2028, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on July 1, 2028, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met. The following table summarizes share-based compensation expense recognized (in thousands):

Fiscal Quarter Ended

~~Six~~Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Share-based compensation expense

~~512~~493

~~292~~107

1,~~057~~550

~~953~~1,060

Note 11– Segment Information

VPG reports in three reporting segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

The chief operating decision maker ("CODM") is our chief executive officer. The evaluation of the segments' performance is based on multiple performance measures including revenues and operating income, exclusive of certain items. Management believes that evaluating segment performance, excluding items such as restructuring, severance, gain on asset held for sale, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.

- 18-

Note 11– Segment Information (continued)

The following table sets forth reporting segment information (in thousands):

	Sensors		Weighing Solutions			Measurement Systems		Corporate/ Other			Total
Three Fiscal Months Ended June 28, 2025
Three Fiscal Months Ended September 27, 2025
Net third-party revenues	$	2631,~~563~~624	$	2927,~~428~~538		$	1920,~~170~~566	$	—		$	7579,~~161~~728
Intersegment revenues		~~472~~405		~~362~~158			—		(~~834~~563	)		—
Total revenues		2732,~~035~~029		2927,~~790~~696			1920,~~170~~566		(~~834~~563	)		7579,~~161~~728
Costs of products sold		1821,~~548~~403		1816,~~144~~586			810,~~709~~177		(~~834~~563	)		4447,~~567~~603
Gross profit		810,~~487~~626		11,~~646~~110			10,~~461~~389		—			3032,~~594~~125
Research and development expenses		~~1,086~~980		1,~~395~~305			2,~~911~~754		—			5,~~392~~039
Segment selling, general, and administrative expenses (1)		34,~~650~~152		4,~~893~~951			4,~~635~~555		—			13,~~178~~658
Segment operating income		35,~~751~~494		54,~~358~~854			23,~~915~~080		—			1213,~~024~~428
Other supplemental information:												—
Restructuring costs		—		60			136		18			214
Depreciation and amortization expense		1,594		781			1,080		534			3,989
Capital expenditures		1,933		514			147		105			2,699
Three Fiscal Months Ended September 28, 2024
Net third-party revenues	$	28,201	$	25,174		$	22,352	$	—		$	75,727
Intersegment revenues		337		—			—		(337	)		—
Total revenues		28,538		25,174			22,352		(337	)		75,727
Costs of products sold		19,808		16,334			9,662		(337	)		45,467
Gross profit		8,730		8,840			12,690		—			30,260
Research and development expenses		1,136		1,225			2,536		—			4,897
Segment selling, general, and administrative expenses (1)		3,954		4,770			5,024		—			13,748
Segment operating income		3,640		2,845			5,130		—			11,615
Other supplemental information:
Restructuring costs		—59		~~(15~~23	)		15—		~~185~~—			~~185~~82
Depreciation and amortization expense		1,~~555~~567		~~730~~841			1,~~077~~076		~~493~~429			3,~~855~~913
Capital expenditures		~~764~~1,353		~~213~~399			~~504~~347		5069			12,~~531~~168
Three Fiscal Months Ended June 29, 2024
Net third-party revenues	$	28,869	$	27,447		$	21,043	$	—		$	77,359
Intersegment revenues		528		—			—		(528	)		—
Total revenues		29,397		27,447			21,043		(528	)		77,359
Costs of products sold		18,331		17,137			10,012		(528	)		44,952
Gross profit		11,066		10,310			11,031		—			32,407
Research and development expenses		936		1,352			2,657		—			4,945
Segment selling, general, and administrative expenses (1)		4,006		4,820			4,818		—			13,644
Segment operating income		6,124		4,138			3,556		—			13,818
Other supplemental information:
Restructuring costs		—		—			—		—			—
Depreciation and amortization expense		1,567		838			1,071		440			3,916
Capital expenditures		1,292		322			325		159			2,098

	Sensors		Weighing Solutions		Measurement Systems		Corporate/ Other			Total
Six Fiscal Months Ended June 28, 2025
Nine Fiscal Months Ended September 27, 2025
Net third-party revenues	$	5385,~~620~~243	$	5583,~~866~~404	$	3757,~~416~~983	$	—		$	~~146~~226,~~902~~630
Intersegment revenues		~~831~~1,237		~~362~~520		—		(1,~~193~~757	)		—
Total revenues		5486,~~451~~480		5683,~~228~~924		3757,~~416~~983		(1,~~193~~757	)		~~146~~226,~~902~~630
Costs of products sold		3759,~~817~~220		3451,~~865~~451		1727,~~773~~952		(1,~~193~~757	)		89136,~~262~~866
Gross profit		1627,~~634~~260		2132,~~363~~473		1930,~~643~~031		—			5789,~~640~~764
Research and development expenses		23,~~042~~021		23,~~636~~941		58,~~579~~333		—			1015,~~257~~295
Segment selling, general, and administrative expenses (1)		711,~~456~~609		914,~~450~~401		913,~~040~~594		—			2539,~~946~~604
Segment operating income		712,~~136~~630		914,~~277~~131		58,~~024~~104		—			2134,~~437~~865
Other supplemental information:											—
Restructuring costs		152		113		151		377			793
Depreciation and amortization expense		4,791		2,324		3,228		1,535			11,878
Capital expenditures		3,375		943		783		183			5,284
Nine Fiscal Months Ended September 28, 2024
Net third-party revenues	$	86,484	$	81,466	$	65,919	$	—		$	233,869
Intersegment revenues		1,348		—		—		(1,348	)		—
Total revenues		87,832		81,466		65,919		(1,348	)		233,869
Costs of products sold		57,303		51,049		29,104		(1,348	)		136,108
Gross profit		30,529		30,417		36,815		—			97,761
Research and development expenses		3,088		3,973		7,632		—			14,693
Segment selling, general, and administrative expenses (1)		12,178		14,663		14,113		—			40,954
Segment operating income		15,263		11,781		15,070		—			42,114
Other supplemental information:
Restructuring costs		~~152~~601		53—		15—		~~360~~263			~~580~~864
Depreciation and amortization expense		34,~~197~~753		12,~~543~~507		23,~~148~~217		1,~~001~~294			711,~~889~~771
Capital expenditures		13,~~442~~689		~~429~~999		~~636~~867		78446			26,~~585~~001
Six Fiscal Months Ended June 29, 2024
Net third-party revenues	$	58,283	$	56,292	$	43,567	$	—		$	158,142
Intersegment revenues		1,011		—		—		(1,011	)		—
Total revenues		59,294		56,292		43,567		(1,011	)		158,142
Costs of products sold		37,495		34,715		19,442		(1,011	)		90,641
Gross profit		21,799		21,577		24,125		—			67,501
Research and development expenses		1,952		2,748		5,096		—			9,796
Segment selling, general, and administrative expenses (1)		8,224		9,894		9,089		—			27,207
Segment operating income		11,623		8,935		9,940		—			30,498
Other supplemental information:
Restructuring costs		542		—		—		240			782
Depreciation and amortization expense		3,186		1,666		2,141		866			7,859
Capital expenditures		1,862		438		415		377			3,092

(1) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding research and development expenses and amortization of intangible assets attributed to the segment.

- 19-

Note 11– Segment Information (continued)

The following table reconciles segment profit to consolidated income before taxes (in thousands):

	Fiscal Quarter Ended						~~Six~~Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Segment operating income	$	1213,~~024~~428		$	1311,~~818~~615		$	2134,~~437~~865		$	3042,~~498~~114
Restructuring costs	$	~~185~~214		$	—82		$	~~580~~793		$	~~782~~864
Unallocated G&A expenses	$	9,131		$	7,912		$	18,209		$	16,892
Gain on asset held for sale	$	(5,544	)	$	—		$	(5,544	)	$	—
Operating income	$	2,708		$	5,906		$	2,648		$	12,824
Unallocated G&A expenses	$	8,599		$	7,692		$	26,809		$	24,585
Other (expense) income	$	(1,812	)	$	1,052		$	(3,039	)	$	2,284
Operating income	$	10,159		$	3,841		$	12,807		$	16,665
Income (loss) before taxes	$	896		$	6,958		$	(391	)	$	15,108
Other expense	$	(266	)	$	(3,294	)	$	(3,306	)	$	(1,010	)
Income before taxes	$	9,893		$	546		$	9,501		$	15,654

Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. The table below summarizes intersegment sales (in thousands):

Fiscal Quarter Ended

~~Six~~For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Sensors to Weighing Solutions

~~468~~404

~~522~~332

~~808~~1,211

~~991~~1,323

Sensors to Measurement Systems

2223

1617

Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share):

	Fiscal Quarter Ended					~~Six~~Nine Fiscal Months Ended
	June 28, 2025		June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025		September 28, 2024			September 27, 2025			September 28, 2024
Numerator:
Numerator for basic earnings per share:
Net earnings (loss) attributable to VPG stockholders	$	~~248~~7,858	$	4(1,~~603~~351	)	$	~~(694~~7,164	)	$	109,~~494~~143
Denominator:
Denominator for basic earnings per share:
Weighted average shares		13,~~263~~279		13,~~348~~254			13,~~259~~260			13,~~376~~367
Effect of dilutive securities:
Restricted stock units		4665		41—			—47			5238
Dilutive potential common shares		4665		41—			—47			5238
Denominator for diluted earnings per share:
Adjusted weighted average shares		13,~~309~~344		13,~~389~~254			13,~~259~~307			13,~~428~~405
Basic earnings (loss) per share attributable to VPG stockholders	$	0.0259	$	(0.3410	)	$	(0.0554	)	$	0.7868
Diluted earnings (loss) per share attributable to VPG stockholders	$	0.0259	$	(0.3410	)	$	(0.0554	)	$	0.7868

The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the ~~six~~three fiscal months ended ~~June~~September 28, ~~2025~~2024, as the effect would be anti-dilutive. ~~The number of restricted stock units with a potentially dilutive impact was 66,683.~~

- 20-

Note 13 – Additional Financial Statement Information

Other Income (Expense) Other

The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands):

	Fiscal Quarter Ended						~~Six~~For the Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Foreign currency exchange (loss) gain	$	(1,763	)	$	1,287		$	(2,735	)	$	2,877
Foreign currency exchange loss	$	(101	)	$	(2,912	)	$	(2,836	)	$	(36	)
Interest income		~~549~~489			~~499~~370			~~869~~1,358			~~822~~1,192
Pension expense		(1115	)		(108	)		(2237	)		(2028	)
Other		(37214	)		(7596	)		(50266	)		(~~118~~213	)
	$	~~(1,262~~159	)	$	1(2,~~701~~646	)	$	(1,~~938~~781	)	$	~~3,561~~915

Foreign currency exchange gain or loss is due to volatility in the global currency markets. For the ~~quarter~~nine ~~ended and six~~ fiscal months ended ~~June~~September 2827, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen ~~and~~ , the Israeli Shekel and the British pound against the U.S. dollar.

Other Accrued Expenses

Other accrued expenses consist of the following (in thousands):

	June 28, 2025		December 31, 2024
	September 27, 2025		December 31, 2024
Customer advance payments	$	8,~~730~~893	$	7,009
Accrued restructuring		~~178~~114		235
Goods received, not yet invoiced		3,~~030~~652		1,572
Accrued taxes, other than income taxes		1,~~540~~466		1,994
Accrued commissions		3,~~749~~530		3,895
Accrued professional fees		2,~~127~~198		1,587
Accrued technical warranty		~~820~~794		857
Current accrued pensions and other post retirement costs		596		596
Other		2,~~711~~916		1,980
	$	2324,~~481~~159	$	19,725

- 21-

Note 14 – Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company’s own assumptions.

An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands):

			Fair value measurements at reporting date using:
	Total		Level 1		Level 2		Level 3
	Fair Value		Inputs		Inputs		Inputs
June 28, 2025
September 27, 2025
Assets
Assets held in rabbi trusts	$	6,~~598~~462	$	~~281~~88	$	6,~~317~~374	$	—
December 31, 2024
Assets
Assets held in rabbi trusts	$	6,228	$	45	$	6,183	$	—

The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at ~~June~~September 2827, 2025 and December 31, 2024, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at ~~June~~September 2827, 2025 and December 31, 2024 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement. The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy. The Company’s financial instruments include cash and cash equivalents, accounts receivable, short-term notes payable, and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.

Note 15 – Restructuring Costs

Restructuring costs primarily relate to cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.2 million and $0.01 million of restructuring costs during the fiscal quarter ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024, respectively, and $0.6 8 million and $0.8 9 million of restructuring costs during the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.

- 22-

The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of ~~June~~September 2827, 2025 and December 31, 2024, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Balance at December 31, 2024		235
Restructuring charges in 2025		~~580~~793
Cash payments		(~~617~~914	)
Foreign currency exchange translation		(20	)
Balance at September 27, 2025	$	114
Balance at June 28, 2025		178

Note 16 – Stockholder's Equity

On August 8, 2022, the Board of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”). The Stock Repurchase Plan was originally set to expire on August 11, 2023. On August 8, 2023, the Company announced that its Board extended the term of the previously approved stock repurchase plan to August 9, 2024. The stock repurchase plan expired in accordance with its terms on August 9, 2024. From August 8, 2022 to August 9, 2024, the Company had repurchased an aggregate of 518,328 shares of its common stock under the stock repurchase plan for consideration of $16.5 million.

Note 17 – Commitments and Contingencies

Tax Assessment

During the second quarter of 2024, the ~~Israel~~Israeli Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $2.5 million), pertaining to claims of VAT between the years 2019 to 2023.

~~The~~On August 6, 2025, the Company ~~believes~~received ~~that~~the decision of the ~~liability~~Israeli ~~for~~Tax Authority regarding the Company's appeal of the VAT assessment. isThe ~~not~~appeal ~~probable~~was ~~and~~rejected, ~~has~~based ~~filed~~on anthe ~~appeal~~same ~~against~~reasoning ~~this~~outlined in the original assessment issued to the Company.

The Company intends to appeal this decision and thereby defer the assessment in accordance with its rights under applicable law, and with the assistance of its legal counsel.

The Company believes that the liability for the assessment is not probable.

Given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

~~Note 18 – Subsequent Event~~ -23-

Sale of Manufacturing Facility in Kent, Washington

On July 10, 2025, as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization, the Company completed the sale of its manufacturing facility located at Kent, Washington (Weighing Solutions Segment) for total proceeds of $11.5 million and net proceeds, after broker’s commission and real estate excise tax, of approximately $10.8 million.

The carrying value of the asset was classified as assets held for sale under current asset in the consolidated balance sheet as of December 31, 2024. The Company expects to recognize a gain related to this transaction of approximately $5.6 million in July 2025.

- 23-

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data. VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, industrial automation and robotics, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. As the functionality of customers' products continues to increase, and they integrate more precision measurement sensors and related systems into their solutions, we believe this will offer substantial growth opportunities for our products and expertise.

The impact of the recent wars in Israel on our operations

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

On June 13, 2025, Israel launched a preemptive strike on Iran, with military support from the United States. Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel. A ceasefire between Israel and Iran was reached on June 23, 2025, although there is no assurance that the ceasefire will continue. Israel’s airspace and maritime zones, which were closed to commercial traffic during the period between June 13 and June 23, 2025, are fully open as of ~~August~~ 5November 4, 2025.

AsOn ofOctober ~~August 5~~12, 2025, (the ~~date~~Government of ~~this filing), our operations in~~ Israel ~~are~~and ~~operating~~Hamas atreached ~~normal~~a ~~levels~~ceasefire agreement. The ~~extent~~agreement, ~~and~~which ~~duration~~was ofbrokered ~~the~~with ~~current~~international ~~conflicts~~mediation, asled ~~well as the possibility of further spread of the conflicts~~ to ~~other~~a ~~countries~~significant reduction in ~~the~~cross-border ~~region~~attacks and ~~involving other political and military entities in~~ the ~~Middle~~reopening ~~East,~~of ~~poses~~commercial ~~risks~~routes tobetween ~~our~~Israel ~~operations~~ and ~~may~~the ~~lead~~Gaza ~~to disruptions which could adversely affect our business, prospects, financial condition and results of operations~~Strip.

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 2630% of our total worldwide revenues in the ~~six~~ nine fiscal months ended ~~June~~September 2827, 2025. As of ~~August 5,~~November 4, 2025, these facilities remain open and operational. We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the conflicts, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

The impact of recent changes in tariffs

We have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries.

~~The~~Beginning ~~current political environment~~ in the ~~United~~second ~~States~~quarter ~~and~~of ~~internationally~~2025, ~~has~~new ~~resulted~~tariffs inwere ~~uncertainty~~announced ~~surrounding~~on import to the ~~state~~U.S. ofIn ~~the~~response ~~global~~several ~~economy~~countries ~~particularly~~have ~~due~~imposed toreciprocal ~~existing~~tariffs ~~and~~on ~~potential~~import ~~changes~~from tothe U.S. ~~policies~~and ~~related~~other toretaliatory ~~global trade and tariffs,~~measures. The ~~tariff changes~~ tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports.

VPG continues to actively monitor and evaluate the ongoing situation, focusing on quickly responding to cost and price adjustments.

Overview of Financial Results

VPG reports in three product segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

Net revenues for the fiscal quarter ended ~~June~~September 2827, 2025 were $7579.~~2 million~~7 million versus $7775.~~4 million~~7 million for the comparable prior year period. Net profit attributable to VPG stockholders for the fiscal quarter ended ~~June~~September 2827, 2025 was $07.3 9 million, or $0.0259 per diluted share, compared to net ~~earnings~~loss of $4(1.64) million, or $ (0.3410) per diluted share, for the comparable prior year period.

Net revenues for the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 were $~~146~~226.9 6 million versus $~~158~~233.1 9 million for the comparable prior year period. Net ~~loss~~ earnings attributable to VPG stockholders for the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 was $0.7 .2 million, or $ 0.0554 per diluted share, compared to net earnings of $109.5 1 million, or $0.7868 per diluted share, for the comparable prior year period.

-24-

The results of operations for the fiscal quarters ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period. The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the Company has historically provided these or similar non-GAAP measures and understands that some investors and financial analysts find this information helpful in analyzing the Company’s performance and in comparing the Company’s financial performance to that of its peer companies and competitors. Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.

	Gross Profit						Operating Income						Net Earnings (loss) Attributable to VPG Stockholders						Diluted Earnings (loss) Per share
Three months ended	~~June~~September 2827, 2025			~~June~~September 2928, 2024			~~June~~September 2827, 2025			~~June~~September 2928, 2024			~~June~~September 2827, 2025			~~June~~September 2928, 2024			~~June~~September 2827, 2025			~~June~~September 2928, 2024
As reported - GAAP	$	3032,~~594~~125		$	3230,~~407~~260		$	210,~~708~~159		$	53,~~906~~841		$	~~248~~7,858		$	4(1,~~603~~351	)	$	0.0259		$	(0.3410	)
As reported - GAAP Margins		40.73	%		4140.90	%		312.67	%		75.61	%		—	%		—			—			—
Start-up costs (a)		~~257~~37			—			~~257~~37			—			~~257~~37			—			0.0200			—
Restructuring costs		—			—			185			—			185			—			0.02			—
Acquisition purchase accounting adjustments (b)		111			—			111			—			111			—			0.01			—
Severance cost		—			—			443			—			443			—			0.03			—
Restructuring costs		—			—			214			82			214			82			0.02			0.01
Foreign currency exchange loss (gain) (b)		—			—			—			—			1,763			(1,289	)		0.13			(0.10	)
Foreign currency exchange gain (c)		—			—			—			—			101			2,912			0.01			0.22
Less: Tax effect of reconciling items and discrete tax items		—			—			—			—			624			(836	)		0.05			(0.06	)
Less: Gain on asset held for sale (d)		—			—			5,544			—			5,544			—			0.42			—
As Adjusted - Non GAAP	$	30,851		$	32,407		$	3,593		$	5,906		$	2,272		$	4,150		$	0.17		$	0.31
Less: Tax effect of reconciling items and discrete tax items		—			—			—			—			(723	)		(839	)		(0.05	)		(0.06	)
As Adjusted - Non GAAP Margins		41.0	%		41.9	%		4.8	%		7.6	%
As Adjusted - Non GAAP	$	32,273		$	30,260		$	4,977		$	3,923		$	3,500		$	2,482		$	0.26		$	0.19
As Adjusted - Non GAAP Margins		40.5	%		40.0	%		6.2	%		5.2	%

	Gross Profit						Operating Income						Net ~~(Loss)~~ Earnings Attributable to VPG Stockholders						Diluted Earnings Per share
Six Fiscal Months Ended	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Nine Fiscal Months Ended	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
As reported - GAAP	$	5789,~~640~~764		$	6797,~~501~~761		$	212,~~648~~806		$	1216,~~824~~665		$	~~(694~~7,164	)	$	109,~~494~~143		$	(0.0554	)	$	0.7868
As reported - GAAP Margins		39.26	%		4241.78	%		15.87	%		87.1	%		—			—			—			—
Start-up costs (a)		~~720~~757			—			~~720~~757			—			~~720~~757			—		$	0.06			—
Restructuring costs		—			—			580			782			580			782			0.04			0.06
Acquisition purchase accounting adjustments (b)		111			—			111			—			111			—		$	0.01			—
Severance cost		—			—			443			347			443			347			0.03			0.03
Restructuring costs		—			—			793			864			793			864		$	0.06			0.06
Foreign currency exchange loss (gain) (b)		—			—			—			—			2,735			(2,878	)		0.21			(0.21	)
Severance cost		—			—			443			347			443			347		$	0.03			0.03
Less: Tax effect of reconciling items and discrete tax items		—			—			—			—			1,044			(1,074	)		0.08			(0.08	)
Foreign currency exchange gain (c)		—			—			—			—			2,836			34		$	0.21			—
As Adjusted - Non GAAP	$	58,360		$	67,501		$	4,391		$	13,953		$	2,740		$	9,819		$	0.21		$	0.74
Less: Gain on asset held for sale (d)		—			—			5,544			—			5,544			—		$	0.42			—
As Adjusted - Non GAAP Margins		39.2	%		42.7	%		2.2	%		8.8	%
Less: Tax effect of reconciling items and discrete tax items		—			—			—			—			321			(1,913	)	$	0.02			(0.15	)
As Adjusted - Non GAAP	$	90,632		$	97,761		$	9,366		$	17,876		$	6,239		$	12,301		$	0.47		$	0.92
As Adjusted - Non GAAP Margins		40.0	%		41.8	%		4.1	%		7.6	%

	Fiscal Quarter Ended						For the ~~Six~~Nine Fiscal Months Ended ~~fiscal months ended~~
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Net earnings (loss) earnings attributable to VPG stockholders	$	248		$	4,603		$	(694	)	$	10,494
Net earnings (loss) attributable to VPG stockholders	$	7,858		$	(1,351	)	$	7,164		$	9,143
Interest Expense		550			649			1,101			1,277
Interest expense		425			648			1,525			1,925
Income tax expense		~~592~~1,961			21,~~316~~874			~~260~~2,220			46,~~634~~508
Depreciation		23,~~872~~003			2,~~992~~988			58,~~928~~932			68,~~008~~996
Amortization		~~982~~986			~~924~~925			12,~~960~~946			12,~~851~~776
EBITDA		5,244			11,484			8,555			24,264
Restructuring costs		214			82			793			864
EBITDA MARGIN		7.0	%		14.8	%		5.8	%		15.3	%
Severance cost		—			—			443			347
Restructuring costs		185			—			580			782
Start-up costs (a)		37			—			757			—
Severance cost		443			—			443			347
Acquisition purchase accounting adjustments (b)		111			—			111			—
Start-up costs (a)		257			—			720			—
Foreign currency exchange gain (c)		101			2,912			2,836			34
Foreign currency exchange loss (gain) (b)		1,763			(1,289	)		2,735			(2,878	)
Gain on asset held for sale (d)		(5,544	)		—			(5,544	)		—
ADJUSTED EBITDA	$	79,~~892~~152		$	108,~~196~~079		$	1322,~~033~~183		$	2230,~~515~~594
ADJUSTED EBITDA MARGIN		1011.5	%		1310.27	%		8.9.8	%		1413.21	%

(a) Start-up cost 2025

(b) ~~Impact~~ Nokra ofGmbH ~~foreign~~acquisition ~~currency~~which ~~exchange~~closed ~~rates~~ on September ~~assets~~30, ~~and liabilities~~2024.

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

-25-

Financial Metrics

We utilize several financial measures and metrics to evaluate performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover.

Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but could also include certain other period costs. Gross profit margin is a function of net revenues, but also reflects our cost-cutting programs and our ability to contain fixed costs.

End-of-period backlog is one indicator of potential future sales. We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months. If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, backlog is not necessarily indicative of the results expected for future periods.

Another important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period compared with the amount of product shipped during that period. A book-to-bill ratio that is greater than one indicates that revenues may increase in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand and may foretell declining sales. The book-to-bill ratio is also impacted by the timing of orders, particularly from our project-based product lines.

We focus on inventory turnover as a measure of how well we manage our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital.

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the ~~second~~third quarter of 2024 through the ~~second~~third quarter of 2025.

	2nd Quarter			3rd Quarter			4th Quarter			1st Quarter			2nd Quarter
	3rd Quarter			4th Quarter			1st Quarter			2nd Quarter			3rd Quarter
(dollars in thousands)	2024			2024			~~2024~~2025			2025			2025
Net revenues	$	7775,~~359~~727		$	7572,~~727~~653		$	7271,~~653~~741		$	7175,~~741~~161		$	7579,~~161~~728
Gross profit margin		4140.90	%		4038.02	%		3837.27	%		3740.7	%		40.73	%
End-of-period backlog	$	~~104~~100,~~858~~191		$	~~100~~96,~~191~~189		$	96100,~~189~~300		$	~~100~~108,~~300~~201		$	~~108~~107,~~201~~624
Book-to-bill ratio		0.9591			01.9100			1.0004			1.0406			1.0600
Inventory turnover		12.9901			2.0106			2.0612			2.1209			2.0920

	2nd Quarter			3rd Quarter			4th Quarter			1st Quarter			2nd Quarter
	3rd Quarter			4th Quarter			1st Quarter			2nd Quarter			3rd Quarter
(dollars in thousands)	2024			2024			~~2024~~2025			2025			2025
Sensors
Net revenues	$	28,~~869~~201		$	2825,~~201~~755		$	2527,~~755~~055		$	2726,~~055~~563		$	2631,~~563~~624
Gross profit margin		3831.30	%		3132.0	%		3230.01	%		3032.10	%		3233.06	%
End-of-period backlog	$	4139,~~627~~995		$	39,~~995~~605		$	3942,~~605~~049		$	4246,~~049~~661		$	4648,~~661~~503
Book-to-bill ratio		0.9089			01.8904			1.0406			1.0612			1.1207
Inventory turnover		2.0228			2.2815			2.1538			2.3827			2.2766
Weighing Solutions
Net revenues	$	2725,~~447~~174		$	25,~~174~~739		$	2526,~~739~~439		$	2629,~~439~~428		$	2927,~~428~~538
Gross profit margin		3735.61	%		3534.1	%		3436.18	%		3639.86	%		3940.63	%
End-of-period backlog	$	25,~~077~~590		$	2528,~~590~~003		$	28,~~003~~241		$	2826,~~241~~734		$	2623,~~734~~639
Book-to-bill ratio		01.9300			1.0012			10.1299			0.9992			0.9289
Inventory turnover		2.2010			2.1035			2.3550			2.5062			2.6225
Measurement Systems
Net revenues	$	2122,~~043~~352		$	2221,~~352~~160		$	2118,~~160~~247		$	1819,~~247~~170		$	1920,~~170~~566
Gross profit margin		5256.48	%		5650.89	%		50.93	%		5054.36	%		5450.65	%
End-of-period backlog	$	3834,~~154~~605		$	3428,~~605~~581		$	2830,~~581~~010		$	3034,~~010~~805		$	3435,~~805~~482
Book-to-bill ratio		10.0482			0.8278			01.7807			1.0720			1.2004
Inventory turnover		1.6555			1.5562			1.6241			1.4133			1.3358

-26-

Net revenues for the ~~second~~third fiscal quarter of 2025 increased 46.81% from the ~~first~~second fiscal quarter of 2025 primarily due to increases in the Measurement Systems and ~~Weighing Solutions~~ Sensors reporting segments which were partially offset by a decrease in revenues in the ~~Sensors~~Weighing Solutions reporting segment. Net revenues for the ~~second~~third fiscal quarter of 2025 increased ~~decreased 2~~5.83% from the ~~second~~third fiscal quarter of 2024 due to increases in the Sensors and ~~Measurement~~Weighing ~~Systems~~Solutions reporting segments which were partially offset by ~~an increase~~a decrease in revenues in the Measurement ~~Weighing~~Systems ~~Solutions~~ reporting segment.

Net revenues in the Sensors reporting segment ~~decreased~~increased 119.81% compared to $2726.1 6 million in the ~~first~~second fiscal quarter of 2025 and ~~decreased~~increased 812.01% from $28.9 2 million in the ~~second~~third fiscal quarter of 2024. The year-over-year ~~decrease~~increase in revenues was primarily attributable to ~~lower~~higher sales of ~~strain~~precision ~~gages in~~resistors ~~our~~and ~~Other~~strain ~~markets~~gages ~~for consumer applications which offset higher sales~~ in the Test &and Measurement ~~market.~~and AMS markets. Sequentially, the ~~decrease~~increase primarily reflected ~~lower~~higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.

Net revenues in the Weighing Solutions reporting segment ~~increased~~decreased 116.34% from the ~~first~~second fiscal quarter of 2025 and increased 79.24% from the ~~second~~third fiscal quarter of 2024. The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market~~, as well as in our Other markets~~. Sequentially, the ~~increase~~decrease in revenues was primarily due to ~~higher~~lower sales in the Transportation ~~and~~market ~~Industrial Weighing,~~ and in ~~our~~ Other ~~markets~~Markets for ~~medical~~OEM manufacturers of construction and precision agriculture ~~applications~~equipment.

Net revenues in the Measurement Systems reporting segment increased 5 7.13% from the ~~first~~second fiscal quarter of 2025 and decreased 8.90% from the ~~second~~third fiscal quarter of 2024. The year-over-year decrease was primarily attributable to decreased revenue in the ~~Steel market, which offset higher sales in the Transportation and Avionics, Military and Space ("~~AMS") ~~markets~~market. Sequentially, the increase in revenue was primarily due to higher sales in the ~~AMS~~Steel ~~market~~Market, which offset lower sales to the ~~Transportation~~AMS ~~and Steel markets~~market.

Overall gross profit margin in the ~~second~~third fiscal quarter of 2025 ~~increased~~decreased 3.0.4% as compared to the ~~first~~second fiscal quarter of 2025 due to Measurement Systems reporting segment and ~~decreased~~increased 10.23% from the ~~second~~third fiscal quarter of 2024 ~~across~~from ~~all~~the ~~three~~Sensors ~~reporting~~and Weighing Solutions reporting segments partially offset from Measurement system reporting segment.

Optimize Core Competence

The Company’s core competencies include our innovative deep technical and applications-specific expertise to add value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes.

Our Sensors segment research group developed innovations that enhance the capability and performance of our strain gages, while simultaneously reducing their size and power consumption as part of our advanced sensors product line. We believe this unique foil technology will create new markets as customers “design in” these next generation products in existing and new applications. Our development engineering team is also responsible for creating new processes to further automate manufacturing and improve productivity and quality. Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins. As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel.

Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We intend to leverage our insights into customer demand to continually develop and roll out new, innovative products within our existing lines and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives. In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

Acquisition Strategy

We expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Historically, our growth and acquisition strategy had been largely focused on vertical product integration, using our foil strain gages in our load cell products, and incorporating those products into our weighing solutions. In recent years, we widened our acquisition strategy to include a broader set of precision measurement systems and product companies.

We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint. On September 30, 2024, the Company acquired Nokra Optische Prueftechnik und Automation GmbH, a Germany-based, privately held maker of precision measuring and testing equipment for manufacturing. Please see our Form 8-K dated September 30, 2024, for more information.

Research and Development

Research and development (“R&D”) will continue to play a key role in our efforts to introduce innovative products to generate new sales and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology products. We believe our R&D efforts should provide us with a variety of opportunities to leverage technology, products, and our manufacturing base in order to ultimately improve our financial performance.

Cost Management

To be successful, we believe we must seek new strategies for controlling operating costs. Through automation in our plants, we believe we can optimize our capital and labor resources in production, inventory management, quality control, and warehousing. We are in the process of moving some manufacturing to more cost-effective locations. This may enable us to become more efficient and cost competitive and also maintain tighter controls of the operation.

-27-

Production transfers, facility consolidations, and other long-term cost-cutting measures require us to initially incur significant severance and other exit costs. We are realizing the benefits of our restructuring through lower labor costs and other operating expenses and expect to continue reaping these benefits in future periods. However, these programs to improve our profitability also involve certain risks which could materially impact our future operating results, as further detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2025.

We are evaluating plans to further reduce our costs by consolidating additional manufacturing operations. These plans may require us to incur restructuring and severance costs in future periods. While streamlining and reducing fixed overhead, we are exercising caution so that we will not negatively impact our customer service or our ability to further develop products and processes.

Goodwill

We test the goodwill in each of our reporting units for impairment at least annually, as of the first day of our fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred. Determining whether to test goodwill for impairment, and the application of goodwill impairment tests, require significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Changes in these estimates could materially affect the determination of fair value for each reporting unit. A slowdown or deferral of orders for a business, with which we have goodwill associated, could impact our valuation of that goodwill.

Foreign Currency

We are exposed to foreign currency exchange rate risks, particularly due to transactions in currencies other than the functional currencies of certain subsidiaries. U.S. GAAP requires that entities identify the “functional currency” of each of their subsidiaries and measure all elements of the financial statements in that functional currency. A subsidiary’s functional currency is the currency of the primary economic environment in which it operates. In cases where a subsidiary is relatively self-contained within a particular country, the local currency is generally deemed to be the functional currency. However, a foreign subsidiary that is a direct and integral component or extension of the parent company’s operations generally would have the parent company’s currency as its functional currency. We have subsidiaries that fall into each of these categories.

Foreign Subsidiaries which use the Local Currency as the Functional Currency

Our operations in Europe, Canada, and certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency. For those subsidiaries where the local currency is the functional currency, assets and liabilities in the consolidated condensed balance sheets have been translated at the rate of exchange as of the balance sheet date. Translation adjustments do not impact the results of operations and are reported as a separate component of equity.

For those subsidiaries where the local currency is the functional currency, revenues and expenses are translated at the average exchange rate for the period. While the translation of revenues and expenses into U.S. dollars does not directly impact the consolidated condensed statement of operations, the translation effectively increases or decreases the U.S. dollar equivalent of revenues generated and expenses incurred in those foreign currencies.

Foreign Subsidiaries which use the U.S. Dollar as the Functional Currency

Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency financial statement amounts are remeasured into U.S. dollars. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the results of operations. While these subsidiaries transact most business in U.S. dollars, they may have significant costs, particularly related to payroll, which are incurred in the local currency and significant lease assets and liabilities.

Effects of Foreign Currency Exchange Rate on Operations

For the fiscal quarter ended ~~June~~September 2827, 2025, the effect of foreign currency exchange rates increased net revenues by $1.2 million, and increased costs of products sold and selling, general, and administrative expenses by $12.6 million, when compared to the comparable prior year period.

For the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025, the effect of foreign currency exchange rates increased net revenues by $01.24 million, and increased costs of products sold and selling, general, and administrative expenses by $13.28 million, when compared to the comparable prior year period.

-28-

Results of Operations

Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

	Fiscal Quarter Ended						Six Fiscal Months Ended
	Fiscal quarter ended						For the Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Costs of products sold		59.37	%		5860.10	%		60.84	%		5758.32	%
Gross profit		40.73	%		4140.90	%		39.26	%		4241.78	%
Selling, general, and administrative expenses		3634.92	%		34.38	%		3736.01	%		34.13	%
Operating income		312.67	%		75.61	%		15.87	%		87.1	%
(Loss) income before taxes		1.2	%		9.0	%		(0.3	)%		9.6	%
Income before taxes		12.4	%		0.7	%		4.2	%		6.7	%
Net (loss) earnings		0.4	%		6.0	%		(0.4	)%		6.6	%
Net earnings (loss)		9.9	%		(1.8	)%		3.2	%		3.9	%
Net (loss) earnings attributable to VPG stockholders		0.3	%		6.0	%		(0.5	)%		6.6	%
Net earnings (loss) attributable to VPG stockholders		9.9	%		(1.8	)%		3.2	%		3.9	%
Effective tax rate		6619.08	%		33343.302	%		~~(66~~23.54	)%		3041.7060	%

Net Revenues

Net revenues were as follows (dollars in thousands):

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Net revenues

7579,~~161~~728

7775,~~359~~727

~~146~~226,~~902~~630

~~158~~233,~~142~~869

Change versus comparable prior year period

(24,~~198~~001

)

(117,~~240~~239

)

Percentage change versus prior year period

(25.83

(73.1

Changes in net revenues were attributable to the following:

	vs. prior year			vs. prior year
	quarter			to-date
Change attributable to:
Change in volume		(41.56	)%		(74.4	)%
Change in average selling prices		01.39	%		0.28	%
Foreign currency effects		1.48	%		0.15	%
Net change		(25.83	)%		(73.1	)%

During the ~~quarter ended and six~~ fiscal ~~months~~quarter ended September ~~June 28~~27, 2025, net revenues ~~decreased~~ increased by 25.83%, ~~and 7.1%~~ as compared to the comparable prior year ~~periods~~period, mainly due to higher volume on the Sensors and Weighing Solutions reporting segments. The year-over-year decreased by 3.1% in revenues was primarily attributable to lower volume on the ~~Measurements~~Sensors ~~systems~~ and the ~~Sensors~~Measurement ~~segments~~Systems, partially offset by the Weighing Solutions reporting segment.

Gross Profit Margin

Gross profit as a percentage of net revenues was as follows:

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Gross profit margin

40.73

4140.90

39.26

4241.78

The gross profit margin for the fiscal quarter ended ~~June~~September 2827, 2025, ~~decreased~~increased by 10.23% and for the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 decreased 32.52% as compared to the comparable prior year periods. For the ~~second~~third fiscal quarter of 2025, Weighing Solutions and ~~Measurement~~Sensors ~~Systems~~ reporting segments had higher gross profit margins compared to the prior year period.

-29-

Segments

Analysis of revenues and gross profit margins for each of our reportable segments is provided below.

Sensors

Net revenues of the Sensors segment were as follows (dollars in thousands):

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Net revenues

2631,~~563~~624

28,~~869~~201

5385,~~620~~243

5886,~~283~~484

Change versus comparable prior year period

(23,~~306~~423

)

(41,~~663~~241

)

Percentage change versus prior year period

(812.01

(81.04

Changes in Sensors segment net revenues were attributable to the following:

	vs. prior year			vs. prior year
	quarter			to-date
Change attributable to:
Change in volume		(38.17	)%		(72.62	)%
Change in average selling prices		(1.3	)%		(0.70	)%
Foreign currency effects		(32.51	)%		0.37	%
Net change		(812.01	)%		(81.04	)%

The Sensors segment revenue of $2631.6 million in the ~~second~~ third fiscal quarter of 2025 ~~decreased~~increased 812.01% from $28.~~9 million~~2 million in the ~~second~~third fiscal quarter of 2024~~; sequentially, revenue decreased 1~~.~~8% compared~~ ~~to $27.1 million in the first fiscal quarter of 2025.~~ The year-over-year ~~decrease~~increase in revenues was primarily attributable to ~~lower~~higher sales of ~~strain~~precision ~~gages~~resistors inand ~~our~~strain ~~markets~~gages ~~for consumer applications which offset higher sales~~ in the Test &and Measurement ~~market.~~and ~~Sequentially,~~ the ~~decrease~~AMS ~~primarily reflected lower sales of precision resistors in the Test and Measurement market.~~markets

The Sensors segment revenues of $85.2 million in the nine months ended September 27, 2025, decreased of 1.4 % from $86.5 million in the nine months ended September 28, 2024. The year-over-year decrease in revenues was primarily attributable to lower sales of strain gages in other markets partially offset by higher sales in the Test and Measurement market.

Gross profit as a percentage of net revenues for the Sensors segment was as follows:

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Gross profit margin

3233.06

3831.30

3132.0

3735.43

Gross profit margin for the Sensors segment was 3233.06% for the ~~second~~third fiscal quarter of 2025, as compared to 3831.30% in the ~~second~~third fiscal quarter of 2024~~, and increased compared to 30~~.1% ~~in the first fiscal quarter of 2025.~~ The year-over-year ~~decrease~~increase in gross profit margin was primarily due to ~~lower~~higher sales volume, ~~net tariffs cost,~~ ~~and manufacturing inefficiencies,~~ partially offset by anunfavorable ~~increase in inventories. Sequentially, the higher gross profit margin was primarily due to an increase in inventories and favorable~~ foreign ~~currency~~ exchange rates~~, which offset the impact of lower volume and net tariff costs.~~

Gross profit margin for the nine months ended September 27, 2025, was 32.0% a decrease from 35.3% from the nine months ended September 28, 2024. The year-over-year decrease in gross profit margin relates to lower sales volume and unfavorable foreign exchange rates

Weighing Solutions

Net revenues of the Weighing Solutions segment were as follows (dollars in thousands):

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Net revenues

2927,~~428~~538

2725,~~447~~174

5583,~~866~~404

5681,~~292~~466

Change versus comparable prior year period

12,~~981~~364

~~(426~~1,938

)

Percentage change versus prior year period

79.24

(02.84

-30-

Changes in Weighing Solutions segment net revenues were attributable to the following:

	vs. prior year			vs. prior year
	quarter			to-date
Change attributable to:
Change in volume		3.4.0	%		(2.0.1	)%
Change in average selling prices		12.04	%		01.62	%
Foreign currency effects		23.80	%		01.63	%
Net change		79.24	%		(02.84	)%

The Weighing Solutions segment revenue of $2927.4 5 million in the ~~second~~third fiscal quarter of 2025 increased 79.24% compared to $2725.5 2 million in the ~~second~~third fiscal quarter of 2024 ~~and was 11~~.~~3% higher~~ ~~than $26.4 million in the first fiscal quarter of 2025.~~ The year-over-year increase in revenues was mainly attributable to higher ~~sales~~ ~~in the Industrial Weighing and Transportation markets, as well as in our Other markets. Sequentially, the increase in revenues was primarily attributable to higher~~ sales in the Transportation ~~and Industrial Weighing, and in our Other markets for precision agriculture and medical applications~~market.

The Weighing Solutions segment revenues of $83.4 million in the nine months ended September 27, 2025, an increase of 2.4% from 81.5 million in the nine months ended September 28, 2024. The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.

Gross profit as a percentage of net revenues for the Weighing Solutions segment was as follows:

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Gross profit margin

3940.63

3735.61

38.29

3837.3

Gross profit margin for the Weighing Solutions segment was 3940.63% for the ~~second~~third fiscal quarter of 2025, which increased compared to 3735.61% in the ~~second~~third fiscal quarter of 2024~~, and increased compared to 36~~.~~8% in~~ ~~the first fiscal quarter of 2025.~~ The year-over-year increase in gross profit margin was primarily due to higher sales volume, favorable ~~foreign~~product ~~exchange~~mix ~~rates,~~ and cost ~~reduction~~reductions. ~~The sequential increase in gross profit margin primarily reflected higher volume and favorable foreign exchange rates, which offset the impact of net tariff costs.~~

Gross profit margin for the nine months ended September 27, 2025, was 38.9% as compared to 37.3% from the nine months ended September 28, 2024. The year-over-year increase in gross profit margin relates to favorable product mix and cost reductions.

Measurement Systems

Net revenues of the Measurement Systems segment were as follows (dollars in thousands):

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Net revenues

1920,~~170~~566

2122,~~043~~352

3757,~~416~~983

4365,~~567~~919

Change versus comparable prior year period

(1,~~873~~786

)

(67,~~151~~936

)

Percentage change versus prior year period

(8.90

(1412.10

-31-

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

	vs. prior year			vs. prior year
	quarter			to-date
Change attributable to:
Change in volume		(910.92	)%		(1412.29	)%
Change in average selling prices		12.43	%		1.04	%
Foreign currency effects		(0.41	)%		(0.95	)%
Net change		(8.90	)%		(1412.10	)%

The Measurement Systems segment revenue of $1920.2 6 million in the ~~second~~third fiscal quarter of 2025, ~~decreased~~a decrease of 8.90% year-over-year from $2122.0 4 million in the ~~second~~third fiscal quarter of 2024 ~~and increased 5~~.~~1% from $18.3 million~~ ~~in the first fiscal quarter of 2025.~~ The year-over-year decrease was primarily attributable to decreased revenue in the ~~Steel market. which offset higher sales in the Transportation and Avionics, Military and Space ("~~AMS") ~~markets. Sequentially, the increase in revenue was primarily due to higher sales in the AMS~~ market~~, which offset lower sales to the Transportation and Steel markets~~.

The Measurement Systems segment revenues of $58.0 million in the nine months ended September 27, 2025, a decrease of 12.0% from $65.9 million in the nine months ended September 28, 2024. The year-over-year decrease was primarily attributable to decreased revenue in the Steel and AMS markets partially offset by higher sales in transportation.

Gross profit as a percentage of net revenues for the Measurement Systems segment were as follows:

Fiscal Quarter Ended

Six Fiscal Months Ended

Fiscal quarter ended

For the Nine Fiscal Months Ended

June 28, 2025

June 29, 2024

June 28, 2025

June 29, 2024

September 27, 2025

September 28, 2024

September 27, 2025

September 28, 2024

Gross profit margin

5450.65

5256.48

5251.58

55.48

Gross profit margin for the Measurement Systems segment was 5450.65%, compared to 5256.48% in the ~~second~~third fiscal quarter of 2024~~, and 50~~.3% ~~in the first fiscal quarter of 2025.~~ The year-over-year ~~increase~~decrease in gross profit margin was primarily due to ~~favorable~~lower ~~product~~sales ~~mix. The sequentially higher gross profit margin reflected higher~~ volume and ~~favorable~~unfavorable product mix.

Gross profit margin for the nine months ended September 27, 2025, was 51.8% a decrease from 55.8% from the nine months ended September 28, 2024. The year-over-year decrease in gross profit margin relates to lower sales volume and favorable product mix.

Selling, General, and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses are summarized as follows (dollars in thousands):

	Fiscal Quarter Ended						~~Six~~For the Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	September 27, 2025			September 28, 2024			September 27, 2025			September 28, 2024
Total SG&A expenses	$	27,~~701~~296		$	26,~~501~~337		$	5481,~~412~~708		$	5380,~~895~~232
As a percentage of net revenues		3634.92	%		34.38	%		3736.01	%		34.13	%

SG&A expenses for the fiscal quarter ended and ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 increased $1.2 0 million and $01.5 million, respectively, compared to the comparable prior year period, mainly due to foreign exchange differences impact.

-32-

Restructuring Costs

Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.2 ~~million~~ million and $0.~~0 million~~1 million of restructuring costs during the fiscal quarter ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024, respectively, and $0.6 8 million and $0.8 9 million of restructuring costs during the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 and ~~June~~September 2928, 2024, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.

Other Income (Expense)

The following table analyzes the components of the line “Other” on the consolidated condensed statements of operations (in thousands):

	Fiscal Quarter Ended
	June 28, 2025			June 29, 2024			Change
	September 27, 2025			September 28, 2024			Change
Foreign currency exchange (loss) gain	$	(1,763	)	$	1,287		$	(3,050	)
Foreign currency exchange loss	$	(101	)	$	(2,912	)	$	2,811
Interest income		~~549~~489			~~499~~370			50119
Pension expense		(1115	)		(108	)		(17	)
Other		(37214	)		(7596	)		38(118	)
	$	~~(1,262~~159	)	$	1(2,~~701~~646	)	$	(2,~~963~~805	)

	Six Fiscal Months Ended
	For the Nine Fiscal Months Ended
	June 28, 2025			June 29, 2024			Change
	September 27, 2025			September 28, 2024			Change
Foreign currency exchange (loss) gain	$	(2,735	)	$	2,877		$	(5,612	)
Foreign currency exchange loss	$	(2,836	)	$	(36	)	$	(2,800	)
Interest income		~~869~~1,358			~~822~~1,192			47166
Pension expense		(2237	)		(2028	)		(29	)
Other		(50266	)		(~~118~~213	)		68(53	)
	$	(1,~~938~~781	)	$	~~3,561~~915		$	(52,~~499~~696	)

Foreign currency exchange gain or loss are due to volatility in the global currency markets. For the fiscal quarter ended ~~June~~September 2827, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S. dollar. For the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, Israeli Shekel and the British pound against the U.S. dollar.

Income Taxes

~~For~~The ~~the fiscal quarter ended June 28, 2025, the~~ Company reported ~~income~~an ~~tax expense, and its~~ effective income tax rate ~~was~~of 6619.08% ~~compared~~for to the third fiscal quarter ~~ended~~of ~~June 29~~2025, ~~2024,~~compared ~~where~~to ~~the~~343.2% ~~Company~~in ~~reported~~the ~~income~~third ~~taxes~~fiscal ~~and~~quarter ~~its~~of ~~effective tax rate was 33~~2024.~~3%.~~

The effective tax rate for the fiscal quarter ended ~~June~~September 2827, 2025, ~~resulted~~ primarily resulted from ~~our~~an ~~foreign~~increase ~~income being taxed at varying tax rates and changes~~ in ~~valuation allowance on deferred tax assets~~U.S. ~~The~~taxable ~~effective~~income, ~~tax~~the ~~rate~~impact ~~for~~of the ~~fiscal~~One ~~quarter~~Big ~~ended~~Beautiful ~~June~~Bill ~~29,~~Act ~~2024 resulted primarily from~~ (the ~~foreign~~“OBBBA”), ~~income taxed at varying tax rates~~ and changes in the valuation allowance on deferred tax assets, which provided a tax benefit.

Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets. For the ~~six~~nine fiscal months ended ~~June~~September 2827, 2025, the Company reported ~~income taxes at~~ an effective tax rate of ~~(66~~23.5)4%, compared to ~~the~~41.6% ~~six~~for ~~months~~the ~~ended~~same ~~June~~period ~~29,~~in 2024,. ~~where~~The year-over-year change in the ~~Company~~effective ~~reported~~tax ~~income~~rate ~~taxes~~was atprimarily andriven ~~effective~~by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of 30 our non-U.7%S. entities.

~~The~~On ~~change~~July in4, ~~effective~~2025, ~~tax~~the ~~rate~~OBBBA was inenacted into law, extending key provisions of the ~~six~~2017 ~~months~~Tax ~~ended~~Cuts ~~June~~and 28Jobs Act. The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, ~~2025~~2024. Additionally, ~~compared~~ tothe OBBBA restores the ~~corresponding~~EBITDA-based ~~period~~interest inexpense limitation and includes changes related to the ~~prior~~U.S. ~~fiscal~~taxation ~~year~~of isthe ~~mainly~~income ~~due~~of toour ~~fiscal~~foreign ~~year~~subsidiaries ~~2025~~and ~~second~~certain ~~quarter~~foreign ~~that increased~~derived income, and the ~~Company's~~base ~~tax~~erosion ~~expenses~~and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in ~~addition~~service toafter ~~the~~January ~~effect~~19, of2025. ~~foreign~~The ~~currency~~legislation ~~exchange~~has ~~rates~~multiple ~~effect~~effective ondates, ~~tax~~with certain provisions effective in ~~our~~2025 ~~non-US~~and ~~entities~~others implemented through 2027. Due to the OBBBA provisions, ~~and~~the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. The OBBBA provides for accelerated depreciation for property acquired and placed in service after January 19, 2025, and restores expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S. taxation of the income of our foreign subsidiaries and certain foreign derived income and the base erosion and anti-abuse tax. The legislation has multiple effective dates, with certain provisions effective in 2024 and other implemented through 2027. The Company is continuing to evaluate the impact of the OBBBA on its tax expenses.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

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Financial Condition, Liquidity, and Capital Resources

We believe that our current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to meet our liquidity needs for at least the next 12 months.

On August 15, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the “2024 Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A, as agent for such lenders, pursuant to which the 2020 Credit Agreement, as amended, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee. The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $75.0 million, with a sublimit of $10.0 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the Company’s previously existing credit agreement. The Company may elect to make loans under the 2024 Revolving Facility in US Dollars, Euros, Canadian Dollars, Sterling, Japanese Yen or such other freely convertible foreign currency.

~~The~~On July ~~obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries~~17, ~~as well as guarantees by substantially all of~~ 2025, the Company’s ~~domestic~~made ~~subsidiaries.~~a ~~The~~partial ~~obligations~~repayment of ~~the~~its ~~Company~~revolving ~~and~~debt ~~the~~in ~~guarantors under~~ the ~~2024~~amount ~~Credit Agreement are secured by substantially all the assets (excluding real estate)~~ of ~~the Company and such guarantors~~$11.0 million, using ~~The~~proceeds ~~2024 Credit Agreement restricts the Company~~ from ~~paying cash dividends and requires~~ the ~~Company~~sale ~~to comply with other customary covenants, representations, and warranties, including the maintenance~~ of ~~specific~~manufacturing ~~financial~~facility ~~ratios.~~(see ~~The~~Note ~~financial~~3 - ~~maintenance~~Sale ~~covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at June 28, 2025. If the Company is not in compliance with any~~ of Asset Held ~~these~~for ~~covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable~~Sale).

~~Our~~The ~~business~~repayment ~~has~~was ~~historically~~made ~~generated~~in ~~significant~~accordance ~~cash~~with ~~flow. For~~ the ~~six~~terms ~~fiscal~~of ~~months~~the ~~ended~~Credit ~~June~~Agreement ~~28,~~and ~~2025,~~resulted ~~cash~~in ~~provided~~a bycorresponding ~~operating~~reduction ~~activities~~in ~~was~~the ~~$11.2~~outstanding ~~million~~balance ~~compared~~under ~~to $13.9 million in~~ the ~~comparable~~revolving ~~prior~~credit ~~year period~~facility. ~~Our~~This ~~net~~repayment ~~cash~~is ~~used~~expected into ~~investing~~reduce ~~activities~~annual ~~for~~interest ~~the six~~expense ~~fiscal~~by ~~months~~approximately ~~ended~~$660,000. As ~~June~~of 28September 27, 2025, ~~was lower compared to~~ the ~~prior~~outstanding ~~year~~balance ~~period~~under ~~mainly due to lower capital spending. Our net cash used in financing activities for~~ the ~~six~~revolving ~~fiscal~~credit ~~months~~facility ~~ended June 28, 2025~~ was ~~significantly~~$21.0 ~~lower when compared with the prior year period~~million, ~~due~~bearing tointerest ~~expiration~~at ofvariable ~~the~~rates ~~stock~~based ~~repurchase plan in accordance with its terms~~ on ~~August~~the 9,Credit ~~2024~~Agreement.

~~Approximately~~The ~~92%~~ obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and ~~94%~~ foreign subsidiaries, as well as guarantees by substantially all of ~~our~~the ~~cash~~Company’s domestic subsidiaries. The obligations of the Company and ~~cash~~the ~~equivalents~~guarantors ~~balance~~under atthe ~~June~~2024 ~~28,~~Credit ~~2025~~Agreement are secured by substantially all the assets (excluding real estate) of the Company and ~~December~~such ~~31,~~guarantors. The 2024 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, ~~respectively~~representations, ~~was~~and ~~held~~warranties, byincluding ~~our~~the ~~non-U~~maintenance of specific financial ratios.S The financial maintenance covenants include an interest coverage ratio and a leverage ratio. ~~subsidiaries~~The Company was in compliance with its financial maintenance covenants at September 27, 2025. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

~~See~~Our ~~the~~business ~~following~~has ~~table~~historically ~~for~~generated significant cash flow. For the ~~percentage~~nine offiscal ~~cash~~months ~~and~~ended ~~cash~~September ~~equivalents~~27, 2025, cash provided by ~~region~~operating activities was $10.0 million compared to $13.0 million in the comparable prior year period. Our net cash used in investing activities for the nine fiscal months ended September 27, at2025 ~~June~~was 28higher compared to the prior year period mainly due to lower capital spending. Our net cash used in financing activities for the nine fiscal months ended September 27, 2025 ~~and~~was ~~December~~significantly 31higher when compared with the prior year period, due to the repayment on revolving facility in accordance with its terms on August 9, 2024:.

	June 28, 2025			December 31, 2024
Israel		39	%		56	%
Asia		23	%		21	%
Europe		25	%		14	%
United States		8	%		6	%
Canada		5	%		3	%
		100	%		100	%

Approximately 94% of our cash and cash equivalents balance at September 27, 2025 and December 31, 2024 were held by our non-U.S. subsidiaries.

See the following table for the percentage of cash and cash equivalents, by region, at September 27, 2025 and December 31, 2024:

	September 27, 2025			December 31, 2024
Israel		31	%		56	%
Asia		24	%		21	%
Europe		32	%		14	%
United States		6	%		6	%
Canada		7	%		3	%
		100	%		100	%

We earn a significant amount of our operating income outside the United States, the majority of which is deemed to be indefinitely reinvested in foreign jurisdictions. As a result, as discussed above, a significant portion of our cash and short-term investments are held by foreign subsidiaries. The Company will continue to evaluate its cash needs, however we currently do not intend, nor do we foresee a need, to repatriate funds in excess of what is already planned. The Company will evaluate the possibility of repatriating future cash provided such repatriation can be accomplished in a tax efficient manner. In addition, we expect existing domestic cash, short-term investments, and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

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If we should require more capital in the United States than is generated by our domestic operations, for example, to fund significant discretionary activities, such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances. These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings. We consider the majority of the undistributed earnings of our foreign subsidiaries, as of June 28, 2025, to be indefinitely reinvested.

Adjusted free cash flow generated during the six fiscal months ended June 28, 2025, was $8.5 million. We refer to the amount of cash provided by operating activities ($11.2 million) in excess of our capital expenditures ($2.7 million), net of proceeds, if any, from the sale of assets as “adjusted free cash flow.”

The following table summarizes the components of net cash at June 28, 2025 and December 31, 2024 (in thousands):

	June 28, 2025			December 31, 2024
Cash and cash equivalents	$	90,375		$	79,272
Third-party long-term debt:
Revolving debt		32,000			32,000
Deferred financing costs		(474	)		(559	)
Total third-party debt		31,526			31,441
Net cash	$	58,849		$	47,831

Measurements such as “adjusted free cash flow” and “net cash" do not have uniform definitions and are not recognized in accordance with U.S. GAAP. Such measures should not be viewed as alternatives to GAAP measures of performance or liquidity. However, management believes that “adjusted free cash flow” is a meaningful measure of our ability to fund acquisitions, and that an analysis of “net cash” assists investors in understanding aspects of our cash and debt management. These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.

Our financial condition as of June 28, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.4 to 1.0, as compared to a ratio of 4.5 to 1.0 at December 31, 2024.

Cash paid for property and equipment for the six fiscal months ended June 28, 2025 was $2.8 million compared to $5.2 million in the comparable prior year period.

As of June 28, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.

-34-

Adjusted free cash flow generated during the nine fiscal months ended September 27, 2025, was $15.9 million. We refer to the amount of cash provided by operating activities ($10.0 million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($10.9) million as “adjusted free cash flow.”

The following table summarizes the components of net cash at September 27, 2025 and December 31, 2024 (in thousands):

	September 27, 2025			December 31, 2024
Cash and cash equivalents	$	86,253		$	79,272

Third-party long-term debt:
Revolving debt		32,000			32,000
Repayment of credit facility		(11,000	)		-
Deferred financing costs		(445	)		(559	)
Total third-party debt		20,555			31,441
Net cash	$	65,698		$	47,831

Our financial condition as of September 27, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2024.

Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $5.0 million compared to $7.0 million in the comparable prior year period.

As of September 27, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.

-35-

Safe Harbor Statement

From time to time, information provided by us, including, but not limited to, statements in this report, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; significant developments from the recent and potential changes in tariffs and trade regulation; impact of inflation; potential issues respecting the United States federal government debt ceiling; global labor and supply chain challenges; difficulties or delays in identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, and health (including pandemics) instabilities; instability or disruption caused by military hostilities in the regions or countries in which we operate (including Israel); difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; compliance issues under applicable laws, such as export control laws, including the outcome of our voluntary self-disclosure of export control non-compliance; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report or as of the dates otherwise indicated in such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

-3536-

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the market risks previously disclosed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control over Financial Reporting

During our last fiscal quarter ended ~~June~~September 2827, 2025, there was no change in our internal control over financial reporting that materially affected, or is reasonable likely to materially affect, internal control over financial reporting.

-3637-

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business. The Company believes that the foregoing matters will not have a material adverse effect on the Company’s business or its financial condition, results of operations, and cash flows.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025. There have been no material changes in reported risk factors from the information reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

~~During~~Item ~~the~~5.02 ~~fiscal~~Departure ~~quarter ended June 28, 2025, none~~ of ~~the~~Directors ~~Company’s directors~~ or ~~officers~~Certain ~~(as~~Officers; ~~defined~~Election ~~in Rule 16a-1(f)~~ of ~~the~~Directors; ~~Securities~~Appointment ~~Exchange Act~~ of ~~1934,~~Certain asOfficers; ~~amended)~~Compensatory ~~adopted~~Arrangements ~~or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408~~ of ~~Regulation~~Certain ~~S-K of the Securities Act of 1933, as amended)~~Officers.

~~-37-~~ On October 30, 2025, the Board (i) appointed Rafi Ouzan, the Company’s Senior Vice President, Division Head – Weighing Solutions, to serve as the Chief Operating Officer of the Company and (ii) appointed Yair Alcobi to serve as Chief Business and Product Officer of the Company, in each case effective November 2, 2025. Mr. Ouzan and Mr. Alcobi will each report to Ziv Shoshani, the Company’s Chief Executive Officer.

Biographical and other information about Mr. Ouzan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2025. Mr. Ouzan is entitled to receive a base salary of 1,046,000 New Israeli Shekels ("NIS"), an annual bonus of up to 50% of his annual base salary and an annual equity award, with an aggregate value equal to 30% of his annual base salary.

From 2024 until his appointment, Mr. Alcobi, 54, had served as Chief Executive Officer of Highcon Systems Ltd., a company specializing in digital finishing solutions for the packaging industry. Prior to that role, he was the Chief Executive Officer of XJET Ltd., a 3D printing company, from 2022 to 2024, and Vice President of KLA Corporation, a Nasdaq-listed electronics equipment and services company, from 2019 to 2022. Prior to his role at KLA Corporation, Mr. Alcobi held various positions at Orbotech (until Orbotech was acquired by KLA Corporation), Kulicke & Soffa Industries, Inc. and ISCAR Ltd.

Mr. Alcobi is entitled to receive a base salary of 1,248,000 NIS, an annual bonus of up to 50% of his annual base salary and an annual equity award, with an aggregate value equal to 30% of his annual base salary.

Neither Mr. Ouzan nor Mr. Alcobi has any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between either Mr. Ouzan or Mr. Alcobi and any other persons pursuant to which Mr. Ouzan or Mr. Alcobi was selected to his position. Neither Mr. Ouzan or Mr. Alcobi or any related person of Mr. Ouzan or Mr. Alcobi has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

-38-

Item 6. EXHIBITS

31.1		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Ziv Shoshani, Chief Executive Officer.
31.2		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – William M. Clancy, Chief Financial Officer.
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Ziv Shoshani, Chief Executive Officer.
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – William M. Clancy, Chief Financial Officer.
101		Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended ~~June~~September 2827, 2025, furnished in iXBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101.

-3839-

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.

	VISHAY PRECISION GROUP, INC.

	/s/ William M. Clancy
	William M. Clancy
	Executive Vice President and Chief Financial Officer
	(as a duly authorized officer and principal financial and accounting officer)

Date: ~~August~~November 54, 2025

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Filing Compare · Vishay Precision Group, Inc.