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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~ 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			(IRS employer identification no.)
incorporation or organization)

3851 ~~Great~~Duportail ~~Valley Parkway~~Road, ~~Suite 150~~2nd floor

~~Malvern~~Chesterbrook, PA ~~19355~~19087

(Address of principal executive offices)

484-321-5300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.10 par value	VPG	New York Stock Exchange
(Title of class)	(Trading Symbol)	(Exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o ☐ No ý ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o ☐ No ý ☒

Note – Checking the box above will not relieve any registrant required to file reports under Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 ý ☒ No o ☐

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

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 definition of “accelerated filer”, “large accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Act. (Check one):

Large accelerated filer

¨☐

Accelerated filer

~~Accelerated filer~~☒

Non-accelerated filer

¨☐

Smaller reporting company

~~Smaller reporting company~~☐

☐

Emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of ~~the~~those ~~registrant~~error ~~included~~corrections inare ~~the~~restatements ~~filing~~that ~~reflect~~required ~~the~~a ~~correction~~recovery analysis of anincentive-based ~~error~~compensation toreceived ~~previously~~by ~~issued~~any ~~financial~~of ~~statements.~~the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether ~~any~~the ofregistrant ~~those~~is ~~error~~a ~~corrections~~shell ~~are~~company ~~restatements~~(as ~~that~~defined ~~required~~in aRule ~~recovery~~12b-2 ~~analysis~~ of ~~incentive-~~the Act). Yes ☐ No ☒

~~based~~The ~~compensation~~aggregate ~~received~~market value of the voting stock held by ~~any~~non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s ~~executive~~most ~~oﬃcers~~recently ~~during~~completed second fiscal quarter ($28.31 on June 27, 2025), assuming conversion of all of its Class B convertible common stock held by non-affiliates into common stock of the ~~relevant~~registrant, ~~recovery~~was ~~period~~$346,797,000. ~~pursuant~~There is no non-voting stock outstanding.

toAs ~~§240.10D-~~of February 26, 2026, the registrant had 12,274,522 shares of its common stock and 1~~(b)~~,022,887 shares of its Class B convertible common stock outstanding.o

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

The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($30.44 on June 29, 2024), assuming conversion of all of its Class B convertible common stock held by non-affiliates into common stock of the registrant, was $374,615,000. There is no non-voting stock outstanding.

As of February 25, 2025, the registrant had 12,234,453 shares of its common stock and 1,022,887 shares of its Class B convertible common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement, which will be filed within 120 days of December 31, ~~2024~~2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

- 1 -

Table of Contents

Vishay Precision Group, Inc.

Form 10-K for the year ended December 31, ~~2024~~ 2025

CONTENTS
PART I
Item 1. Business Description			3
Item 1A. Risk Factors			1314
Item 1B. Unresolved Staff Comments			2426
Item 1C. Cybersecurity			2427
Item 2. Properties			2529
Item 3. Legal Proceedings			2629
Item 4. Mine Safety Disclosures			2629
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities			2730
Item 6. [Reserved]			2831
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2932
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			4348
Item 8. Financial Statements and Supplementary Data			4549
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure			4549
Item 9A. Controls and Procedures			4549
Item 9B. Other Information			4752
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			4752
PART III
Item 10. Directors, Executive Officers, and Corporate Governance			4752
Item 11. Executive Compensation			4752
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			4752
Item 13. Certain Relationships and Related Party Transactions, and Director Independence			4752
Item 14. Principal Accounting Fees and Services			4752
PART IV
Item 15. Exhibits, Financial Statement Schedules			4853
Item 16. Form 10-K Summary			5156
SIGNATURES			5257
Index to Consolidated Financial Statements			F-1
Report of Independent Registered Public Accounting Firm			F-12
Consolidated Balance Sheets as of December 31, 2024 and 2023			F-4
Consolidated Balance Sheets as of December 31, 2025 and 2024			F-4
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, 2022			F-6
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, 2023			F-6
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, 2022			F-7
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, 2023			F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, 2022			F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, 2023			F-9
Consolidated Statements of Equity for the years ended December 31, 2024, 2023, 2022			F-8
Consolidated Statements of Equity for the years ended December 31, 2025, 2024, 2023			F-8
Notes to Consolidated Financial Statements			F-10

- 2 -

Table of Contents

PART I

Item 1. BUSINESS DESCRIPTION

General

Vishay Precision Group, Inc. (“VPG,” the “Company,” “we,” “us” or “our”) 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 technology-driven 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 test and measurement, industrial, transportation, steel, avionics, military and space, as well as other markets such as agriculture, consumer, and medical. 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.

Our History

On July 6, 2010, our company was spun off by Vishay Intertechnology, Inc. (“Vishay Intertechnology”) through a tax-free stock dividend of VPG stock to Vishay Intertechnology’s stockholders, and we became a publicly-traded company. Vishay Intertechnology was founded in 1962 by Dr. Felix Zandman to develop and manufacture the first generation of Bulk Metal® foil resistors and later, foil strain gages. Shortly after its founding, Vishay Intertechnology established itself as a technical and market leader in precision foil resistors, and foil strain gages. These innovations were the genesis of the products and technology that provide a unique strategic competitive advantage for VPG, as these products were transitioned to VPG from Vishay Intertechnology as part of the spin off.

In the decade prior to the spin-off, Vishay Intertechnology expanded our sensor and measurement business through acquisitions, extending our business from its initial focus on precision foil resistors and foil strain gages to include an array of load cell-based solutions.

Since becoming an independent company, we have made several acquisitions that have added to our strong, diverse, global manufacturing, sales and distribution network, which includes facilities in Canada, People's Republic of China, France, Germany, India, Israel, Japan, Sweden, Republic of China (Taiwan), the United Kingdom, and the United States.

We were incorporated in Delaware on August 28, 2009. Our principal executive offices are located at 851 3Duportail ~~Great Valley Parkway~~Road, ~~Suite 150~~2nd Floor, ~~Malvern~~Chesterbrook, PA ~~19355~~19087. Our main telephone number is 484-321-5300.

Key Business Vision and Strategies

Our vision is to be a leading provider of precision measurement and sensing technologies, which include sensors, weighing solutions and measurement systems that deliver accuracy, reliability and repeatability that make our customers' products and processes safer, smarter, and more productive. VPG delivers in-depth, deep engineering expertise to the design and manufacture of non-commodity sensors, weighing solutions and precision measurement systems that optimize and enhance our customers’ solutions performance across a broad array of end markets.

~~Our~~ - ~~strategy~~3 is to leverage our core technologies and competitive position in both existing and new markets to accelerate our organic growth, as well as to augment that growth by acquiring complementary precision measurement and sensing businesses. Specifically, we are focused on the following strategies:-

- Table 3of -Contents

~~Operationally~~Our ~~Diversified~~strategy is to leverage our core technologies and competitive position in both existing and new markets to accelerate our organic growth, as well as to augment that growth by acquiring complementary precision measurement and sensing businesses. Specifically, we are focused on the following strategies:

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

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

~~The~~As ~~Company’s~~part ~~core~~of ~~competencies~~this ~~include~~change in strategy, on November 4, 2025, we announced the expansion of our ~~innovative~~senior ~~deep~~management ~~technical~~team with two newly created executive positions: Chief Business and ~~applications-specific~~Product ~~expertise~~Officer and Chief Operating Officer, ~~our~~both ~~strong~~reporting ~~brands~~to ~~and~~the ~~customer~~Chief ~~relationships~~Executive Officer. We believe these roles, ~~our~~along ~~focus~~with onrelated ~~operational~~organizational ~~excellence~~changes, ~~our~~will ~~ability~~enable us to ~~select~~accelerate growth by leveraging sales and ~~develop~~operational capabilities across our ~~management~~business ~~teams,~~units ~~and~~through ~~our~~increased ~~proven~~standardization ~~M&A~~of ~~strategy~~business processes, systems, and oversight. We ~~continue~~believe tothat ~~optimize~~these ~~all~~changes, ~~aspects~~combined ofwith ~~our~~a ~~development~~company culture that emphasizes business execution, ~~manufacturing~~accountability and ~~sales~~operational ~~processes~~excellence, ~~including~~will bylead ~~increasing~~to ~~our~~the ~~technical~~development ~~sales~~of ~~efforts;~~higher ~~continuing~~added value products, faster time to ~~innovate~~market, and improved customer service, which in ~~product~~turn ~~performance~~will ~~and~~contribute ~~design;~~to ~~and~~growth ~~refining~~in ~~our~~revenue ~~manufacturing~~and ~~processes~~profitability.

~~Our~~Optimize ~~Sensors~~Core 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 and fully transitioned to this facility in the third quarter of fiscal 2021. Competence

WeThe ~~also~~Company’s ~~seek~~core tocompetencies ~~achieve~~include ~~significant~~our ~~production~~innovative ~~cost~~deep ~~savings~~technical ~~through~~and ~~the~~applications-specific ~~transfer~~expertise, ~~expansion,~~our ~~and~~strong ~~construction~~brands ofand ~~manufacturing~~customer ~~operations~~relationships, inour ~~countries~~focus ~~such~~on asoperational ~~India~~excellence, ~~Japan,~~our ~~and~~ability ~~Israel,~~to ~~where~~select weand ~~can~~develop ~~benefit~~our ~~from~~management ~~improved~~teams, ~~efficiencies or available tax~~ and ~~other~~our ~~government-sponsored~~proven ~~incentives~~M&A strategy. InWe ~~the~~continue ~~past several years, we incurred restructuring expense related~~ to ~~closing~~optimize ~~and~~all ~~downsizing~~aspects of ~~facilities~~our asdevelopment, ~~part of the~~ manufacturing ~~transitions~~and ofsales ~~our~~processes, ~~load~~including ~~cell~~by ~~products~~increasing toour ~~facilities~~technical insales ~~India,~~efforts; ~~which~~continuing ~~marked~~to ~~key~~innovate ~~milestones~~ in ~~our~~product ~~ongoing~~performance ~~strategic~~and ~~initiatives~~design; ~~to align~~ and ~~consolidate~~refining our manufacturing ~~footprint~~processes.

~~Organic~~Our ~~Growth~~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 and fully transitioned to this facility in the third quarter of fiscal 2021.

~~Our~~We ~~product~~also ~~portfolio~~seek ~~is focused,~~ to aachieve significant ~~extent,~~production oncost ~~specialty~~savings ~~products~~through ~~serving~~the ~~niche~~transfer, ~~markets.~~expansion, ~~The~~and ~~development~~construction of ~~specialty~~manufacturing ~~products~~operations ~~requires~~in uscountries tosuch ~~form~~as ~~long-term~~India, ~~relationships~~Japan, ~~with~~and ~~our~~Israel, ~~customers.~~where ~~Our~~we ~~specialty~~can ~~products~~benefit ~~are~~from ~~usually~~improved ~~designed,~~efficiencies or ~~engineered,~~available totax ~~meet~~and ~~unique~~other ~~specifications~~government-sponsored ~~for OEMs~~incentives. ~~This~~In ~~often~~the ~~results~~past inseveral ~~our~~years, ~~customers~~we ~~creating~~incurred arestructuring ~~non-standard~~expense ~~part~~related ~~number used solely~~ to ~~designate~~closing ~~our~~and ~~product~~downsizing ~~on their bill~~ of ~~materials.~~facilities Weas ~~call~~part ~~this~~of ~~customer activity a “design win.” This activity may create organic growth as~~ the ~~OEM~~manufacturing ~~customer~~transitions ~~begins~~of toour ~~order~~load ~~increasing~~cell ~~quantities~~products to ~~meet~~facilities ~~their~~in ~~production requirements~~India, ~~with~~which ~~little~~marked orkey nomilestones ~~opportunity to purchase a similar part from competing suppliers. The “design~~ in” ~~time~~our ~~for~~ongoing ~~these~~strategic initiatives isto ~~typically~~align 12and toconsolidate 24our ~~months~~manufacturing footprint.

WeOrganic expect to continue to use our research and development, engineering, and product marketing resources to introduce new and innovative specialty products. An example of our success in this regard is the recent acceptance and growth of our on-board vehicle weighing solution incorporating micro-electromechanical systems ("MEMS") technology. Our ability to react to changing customer needs, emerging markets, and industry trends will continue to be a key to our success.Growth

Our ~~design~~product portfolio is focused, ~~research~~to a significant extent, ~~and~~on ~~product~~specialty products serving niche markets. The development ~~teams,~~of inspecialty ~~partnership~~products requires us to form long-term relationships with our ~~marketing~~customers. ~~teams,~~Our ~~drive~~specialty ~~our~~products ~~efforts~~are tousually ~~bring~~designed, ~~innovations~~or engineered, to ~~market~~meet unique specifications for OEMs. WeThis ~~intend~~often results in our customers creating a non-standard part number used solely to ~~leverage~~designate our ~~insights~~product ~~into~~on their bill of materials. We call this customer ~~demand~~activity toa ~~continually~~“design ~~develop~~win.” ~~and~~This ~~roll~~activity ~~out~~may ~~new,~~create ~~innovative~~organic ~~products~~growth ~~within~~as ~~our~~the ~~existing~~OEM ~~lines~~customer ~~and~~begins to ~~modify~~order ~~our~~increasing ~~existing~~quantities ~~core~~to ~~products~~meet intheir ~~ways~~production ~~that~~requirements, ~~make~~with ~~them~~little ~~more~~or ~~appealing,~~no ~~addressing~~opportunity ~~changing~~to ~~customer~~purchase ~~needs~~a ~~and~~similar ~~industry~~part ~~trends~~from competing suppliers. The “design in” ~~terms~~time offor ~~form,~~these ~~fit,~~initiatives ~~and~~is ~~function.~~typically 12 to 24 months.

~~Growth~~We ~~from~~expect ~~Acquisitions~~to continue to use our research and development, engineering, and product marketing resources to introduce new and innovative specialty products. An example of our success in this regard is the recent acceptance and growth of our on-board vehicle weighing solution incorporating micro-electromechanical systems ("MEMS") technology. Our ability to react to changing customer needs, emerging markets, and industry trends will continue to be a key to our success.

~~Since~~ - ~~becoming~~4 ~~a public company, we have acquired six businesses utilizing stringent financial, market, operational, and valuation criteria:~~-

~~•In~~ Table ~~2013, we completed our first acquisition as an independent public company when we acquired substantially all~~ of the assets of the George Kelk Corporation ("KELK"). KELK engineers, designs and manufactures highly accurate optical and electronic roll force measurement and control equipment primarily used by metals rolling mills and mining applications throughout the world.Contents

-Our 4design, -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.

~~•On~~Growth ~~December~~from 30, 2015, we completed the acquisition of Stress-Tek, Inc. ("Stress-Tek") based in Kent, Washington. Stress-Tek designs and manufactures state-of-the-art, rugged and reliable strain gage-based load cells and force measurement systems. Stress-Tek primarily operates in North America, where their sensors and display systems are used in a wide range of industries, predominantly in transportation and trucking, for timber, refuse, aggregate, mining, and general trucking applications. Acquisitions

~~•On~~Since ~~April~~becoming 6,a ~~2016~~public company, we ~~completed~~have ~~the~~acquired ~~acquisition~~six ofbusinesses ~~Pacific~~utilizing ~~Instruments,~~stringent ~~Inc. ("Pacific Instruments") based in Concord~~financial, ~~California. Pacific Instruments designs and manufactures high-performance signal conditioning~~market, ~~data acquisition and control systems and has extensive experience integrating these systems. Pacific Instruments sells primarily to the aerospace~~operational, ~~commercial aviation~~ and ~~defense~~valuation ~~markets in the United States.~~ criteria:

•On ~~November~~In 12013, ~~2019,~~ we completed ~~the~~our first acquisition ofas ~~New York-based Dynamic Systems Inc. ("DSI"), a provider of specialized dynamic thermal-mechanical test and simulation systems used to develop new metal alloys and optimize production processes. DSI is~~ an ~~established,~~independent ~~high~~public ~~margin~~company ~~business,~~when ~~with~~we aacquired ~~strong~~substantially ~~brand~~all ~~and~~of ~~has~~ the ~~largest~~assets ~~installed base~~ of ~~products~~the ofGeorge ~~its~~Kelk ~~type~~Corporation in("KELK"). ~~the~~KELK ~~world~~engineers, ~~according~~designs toand ~~market~~manufactures ~~estimates.~~highly ~~DSI~~accurate ~~expands~~optical ~~our~~and ~~position~~electronic inroll ~~the~~force ~~steel~~measurement ~~market~~ and ~~offers~~control ~~opportunities~~equipment ~~for~~primarily ~~growth~~used by ~~leveraging~~metals ~~our~~rolling ~~sales~~mills ~~capabilities~~ and ~~market~~mining ~~presence,~~applications ~~and~~throughout bythe ~~expanding DSI’s product line to address new opportunities~~world.

• On ~~June~~December 130, ~~2021~~2015, we completed the acquisition of ~~California~~Stress-~~based Diversified Technical Systems~~Tek, Inc. (~~“DTS”~~"Stress-Tek"), abased ~~leading~~in ~~manufacturer~~Kent, ~~of data acquisition systems and sensors for product and safety testing~~Washington. ~~DTS's~~Stress-Tek ~~embedded~~designs ~~data acquisition~~ and ~~data~~manufactures ~~logging products expands our offerings to~~ state-of-the ~~automotive and avionics~~-art, ~~military,~~rugged and ~~space~~reliable ~~markets.~~strain Wegage-based ~~believe~~load ~~DTS~~cells ~~will~~and ~~continue~~force tomeasurement ~~benefit~~systems. ~~from~~Stress-Tek ~~the~~primarily ~~global~~operates ~~need~~in ~~for~~North ~~specialized~~America, ~~safety~~where ~~testing~~their ~~that~~sensors ~~is expanding from the automotive~~ and ~~avionics~~display ~~sectors~~systems toare ~~sports~~used ~~applications.~~in As a ~~result~~wide range of ~~our acquisition~~industries, wepredominantly ~~acquired~~in atransportation ~~leased~~and ~~manufacturing~~trucking, ~~engineering~~for timber, ~~sales~~refuse, ~~and~~aggregate, ~~administrative facilities in Seal Beach~~mining, ~~California~~ and ~~Novi,~~general ~~Michigan~~trucking applications.

• On ~~September~~April 306, ~~2024~~2016, we completed the acquisition of ~~Nokra~~Pacific ~~Optische~~Instruments, ~~Prueftechnik~~Inc. ~~und Automation GmbH~~ ("~~Nokra~~Pacific Instruments"), ~~a Germany-~~based, ~~privately~~in ~~held~~Concord, ~~maker~~California. ofPacific ~~precision~~Instruments ~~measuring~~designs and ~~testing~~manufactures ~~equipment for manufacturing. Nokra’s laser~~high-~~based~~performance ~~measuring~~signal ~~systems~~conditioning, ~~expand~~data ~~our~~acquisition ~~existing measurement~~ and ~~inspection~~control ~~solutions~~systems ~~for steel~~ and ~~aluminum~~has ~~rolling~~extensive ~~mills,~~experience asintegrating ~~well~~these ~~as for the metal processing industry~~systems. ~~Nokra’s laser-based measurement~~Pacific ~~gauge systems~~Instruments ~~are~~sells ~~used~~ primarily to ~~precisely measure~~ the ~~thickness~~aerospace, ~~flatness,~~commercial ~~contour,~~aviation ~~width~~and ordefense 3Dmarkets ~~profile of various metals depending~~in on the ~~application, in~~ ~~both~~United ~~inline and offline production~~States.

We• ~~expect~~On toNovember ~~continue~~1, to2019, ~~make~~we ~~strategic~~completed ~~acquisitions~~the ~~where~~acquisition ~~opportunities~~of ~~present~~New ~~themselves~~York-based toDynamic ~~grow~~Systems ~~and~~Inc. ~~expand~~("DSI"), ~~our~~a ~~segments. Our~~provider ~~acquisition~~of ~~strategy~~specialized isdynamic ~~focused~~thermal-mechanical ontest ~~identifying~~ and ~~acquiring~~simulation ~~high-value,~~systems ~~growing~~used ~~technology-driven~~to ~~businesses~~develop ~~that~~new ~~augment,~~metal ~~expand~~alloys and~~/or~~ ~~leverage~~optimize ~~our~~production ~~current~~processes. ~~offering~~DSI inis ~~precision~~an ~~measurement~~established, ~~and~~high ~~sensor~~margin ~~markets.~~business, Wewith ~~expect~~a tostrong ~~expand~~brand ~~our~~and ~~expertise~~has ~~and~~the ~~acquisition~~largest ~~focus~~installed tobase ~~other~~of ~~precision~~products ~~measurement~~of ~~solutions,~~its ~~including~~type in the ~~fields~~world, ofaccording ~~measurement~~to ofmarket ~~force,~~estimates. ~~weight,~~DSI ~~pressure,~~expands ~~torque,~~our ~~tilt,~~position ~~motion,~~in ~~and~~the ~~acceleration.~~steel Wemarket ~~believe~~and ~~acquired~~offers ~~businesses~~opportunities ~~will~~for ~~benefit~~growth ~~from~~by ~~improvements~~leveraging weour ~~implement~~sales tocapabilities ~~reduce~~and ~~redundant~~market ~~functions~~presence, and ~~from~~by ~~our~~expanding ~~current~~DSI’s ~~global~~product ~~manufacturing~~line ~~and~~to ~~distribution~~address ~~footprint.~~new opportunities.

~~Leverage~~• ~~Global~~On ~~Brand~~June 1, 2021, we completed the acquisition of California-based Diversified Technical Systems, Inc. (“DTS”), a leading manufacturer of data acquisition systems and sensors for product and safety testing. DTS's embedded data acquisition and data logging products expands our offerings to the automotive and avionics, military, and space markets. We believe DTS will continue to benefit from the global need for specialized safety testing that is expanding from the automotive and avionics sectors to sports applications. As a result of our acquisition, we acquired a leased manufacturing, engineering, sales and administrative facilities in Seal Beach, California and Novi, Michigan.

~~While~~• ~~our~~On ~~acquisitions~~September ~~provided~~30, us2024, anwe ~~array~~completed ofthe ~~strong~~acquisition ~~brand~~of ~~names,~~Nokra inOptische ~~addition~~Prueftechnik tound ~~our~~Automation ~~historical~~GmbH ~~resistor~~("Nokra"), ~~and~~a ~~strain~~Germany-based, ~~gage~~privately ~~brands,~~held wemaker ~~believe~~of ~~the~~precision ~~continued~~measuring ~~success~~and oftesting ~~our~~equipment ~~strategy~~for ismanufacturing. ~~best~~Nokra’s ~~served~~laser-based bymeasuring ~~the~~systems ~~establishment~~expand ofour aexisting ~~strong~~measurement ~~overall~~and ~~global~~inspection ~~brand. The~~solutions ~~“VPG”~~for ~~brand~~steel ~~leverages~~and ~~the~~aluminum ~~strength~~rolling ofmills, ~~these~~as ~~historical~~well ~~brands~~as ~~under~~for the ~~umbrella~~metal ofprocessing aindustry. ~~unified,~~Nokra’s ~~globally~~laser-based ~~recognizable~~measurement ~~VPG~~gauge ~~name.~~systems Weare ~~continue~~used to ~~broaden~~precisely ~~and~~measure ~~emphasize~~ the ~~VPG~~thickness, ~~brand~~flatness, incontour, ~~the~~width ~~markets~~or we3D ~~serve~~profile ~~under~~of ~~the~~various ~~following~~metals ~~brands~~depending ~~for~~on ~~each~~the ofapplication, ~~our~~in ~~business~~both ~~segments:~~inline and offline production.

~~Sensors~~We ~~Weighing~~expect ~~Solutions~~to ~~Measurement~~continue ~~Systems~~to ~~VPG~~make ~~Foil~~strategic ~~Resistors~~acquisitions ~~VPG~~where ~~Transducers~~opportunities ~~KELK~~present -themselves ~~VFR~~to -grow ~~Celtron~~and ~~Dynamic~~expand ~~Systems~~our ~~Inc~~segments. orOur ~~Gleeble~~acquisition -strategy ~~Alpha~~is ~~Electronics~~focused -on ~~Revere~~identifying ~~DTS~~and acquiring high-~~Powertron~~value, growing technology-driven ~~Sensortronics~~businesses ~~Pacific~~that ~~Instruments~~augment, -expand ~~APR~~and/or -leverage ~~Tedea-Huntleigh~~our ~~Nokra~~current ~~Micro-Measurements~~offering ~~VPG~~in ~~Onboard~~precision ~~Weighing~~measurement ~~Stress-Tek~~and ~~Vulcan~~sensor ~~BLH~~markets. ~~Nobel~~We expect to expand our expertise and acquisition focus 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.

- 5 -

~~Business~~ Table ~~Segments~~of ~~and Products~~Contents

~~Each~~Leverage ofGlobal VPG's business segments maintains and deploys specific go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities, which are in line with our operationally diversified structure and strategy. VPG reports in three product segments: Sensors, Weighing Solutions, and Measurement Systems.Brand

~~Sensors~~While our acquisitions provided us an array of strong brand names, in addition to our historical resistor and strain gage brands, we believe the continued success of our strategy is best served by the establishment of a strong overall global brand. The “VPG” brand leverages the strength of these historical brands under the umbrella of a unified, globally recognizable VPG name. We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments:

~~The~~ Sensors ~~segment~~Weighing isSolutions ~~comprised~~Measurement ofSystems ~~our~~VPG ~~precision~~Foil ~~resistor~~Resistors ~~and~~VPG ~~strain~~Transducers ~~gage~~KELK ~~businesses.~~- ~~Precision~~VFR ~~resistor~~- ~~products~~Celtron ~~offer~~Dynamic ~~superior~~Systems ~~precision,~~Inc. ~~stability,~~or ~~and~~Gleeble ~~reliability.~~- ~~Our~~Alpha ~~resistor~~Electronics ~~portfolio~~- ~~encompasses~~Revere aDTS ~~wide~~-Powertron ~~variety~~- ofSensortronics ~~configurations~~Pacific ~~and~~Instruments ~~packages~~- ~~designed~~APR to- ~~meet~~Tedea-Huntleigh ~~the~~Micro-Measurements ~~requirements~~VPG ofOnboard ~~even~~Weighing ~~the~~Stress-Tek ~~most~~Vulcan ~~demanding~~BLH ~~applications.~~ Nobel

~~Precision~~Business ~~resistors~~Segments ~~are the most precise~~ and stable type of resistors currently available. Resistors are basic components used in all forms of electronic circuitry to adjust and regulate levels of voltage and current. Our current sense resistors were developed with a low absolute TCR and Kelvin connections to meet the demand of stable resistive products.Products

~~Our~~Each ~~precision~~of ~~resistors~~VPG's ~~are~~business ~~based~~segments onmaintains ~~Bulk Metal Foil® technology~~ and ~~are~~deploys ~~used~~specific ~~in diverse applications, which require a high degree of precision and stability. The main~~ go-to-market ~~segments for our precision resistors are as follows: avionics & military~~strategies, ~~space~~technical ~~communications~~expertise, ~~fiber~~capital ~~optics~~requirements, ~~industrial automation, EV battery management infrastructure, precision weighing,~~ and ~~test~~acquisition ~~& measurement including semiconductor test and production, among others~~opportunities. ~~Foil~~VPG ~~resistors~~reports ~~are~~in ~~marketed~~three ~~under~~product ~~four different brands~~segments: ~~VFR~~Sensors, ~~Alpha~~Weighing ~~Electronics~~Solutions, ~~Powertron~~ and ~~APR.~~Measurement ~~APR is our off-the-shelf commercial product line based on AEC-Q200 standardization~~Systems. To complement our extensive portfolio of high-performance precision resistors, we also offer decade boxes, standard resistors, exceptional precision thin film and power resistors including special construction configurations to meet the requirements of high temperature applications. We have a road map of new technology products to meet the required needs of our customers.

Our strain gage products, which include our advanced sensors, are resistive sensors that are attached to the surface of an object to determine the surface strain caused by an applied force. Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM and in stress analysis applications for structural testing in the aviation, military and space, infrastructure, and construction markets, along with force measurement and weighing markets. Typical applications of strain gages include test and measurement applications where the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge. Strain gages are also used inside precision transducers where the magnitude of an applied force is the focus of the measurement. Using strain gages attached to metal components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration. Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption. Emerging applications for our advanced sensors include industrial and medical robotics, as well as for consumer products.Sensors

AThe ~~portion~~Sensors ofsegment ~~our~~is ~~strain~~comprised ~~gage~~of ~~products~~our ~~are~~precision ~~sold~~resistor toand ~~third~~strain ~~parties~~gage asbusinesses. ~~“standard~~Precision ~~catalog~~resistor ~~items”, while the remainder of these~~ products ~~are~~offer ~~sold~~superior asprecision, ~~non-standard~~stability, and~~/or~~ ~~custom~~reliability. ~~products~~Our toresistor ~~third~~portfolio ~~parties~~encompasses ~~and~~a towide ~~our~~variety ~~Weighing~~of ~~Solutions~~configurations ~~segment. Strain~~and ~~gage~~packages ~~products~~designed ~~are~~to ~~sold~~meet ~~across~~the ~~several~~requirements of ~~our~~even ~~market~~the ~~sectors,~~most ~~with~~demanding ~~a significant portion being sold to consumer end markets~~applications.

~~The~~Precision ~~products~~resistors inare the ~~Sensors~~most ~~segment~~precise and stable type of resistors currently available. Resistors are ~~primarily~~basic ~~based~~components onused ~~our~~in ~~resistive~~all ~~foil~~forms ~~technology,~~of ~~which~~electronic ~~continues~~circuitry to ~~evolve~~adjust and ~~enables~~regulate ~~many~~levels ~~products~~of involtage ~~both~~and ~~segments~~current. toOur becurrent ~~suited~~sense ~~for~~resistors ~~new~~were developed with a low absolute TCR and ~~varied~~Kelvin ~~applications.~~connections to meet the demand of stable resistive products.

~~The~~Our ~~manufacturing~~precision ofresistors ~~the~~are ~~foil~~based ~~material~~on isBulk aMetal ~~critical~~Foil® technology and ~~common~~are ~~component~~used ofin ~~the~~diverse ~~Company’s~~applications, ~~strain~~which ~~gage~~require ~~and~~a high degree of precision ~~foil~~and ~~resistor~~stability. ~~operating~~The main market segments, ~~and~~for our precision resistors are as afollows: ~~result~~avionics & military, wespace ~~experience~~communications, ~~synergies~~fiber ~~between~~optics, ~~our~~industrial automation, EV battery management infrastructure, precision ~~resistor~~weighing, and ~~strain~~test ~~gage~~& ~~operating~~measurement ~~segments.~~including ~~The~~semiconductor test and production, ~~cycles~~among ~~for~~others. ~~precision~~Foil resistors ~~and~~are ~~strain~~marketed ~~gages~~under ~~are~~four ~~similar~~different ~~and~~brands: ~~many~~VFR, ofAlpha ~~the~~Electronics, ~~same~~Powertron ~~raw~~and ~~materials~~APR. ~~are~~APR ~~utilized~~is inour off-the-shelf ~~manufacturing~~commercial ~~processes~~product ~~for~~line ~~both~~based ~~operating~~on ~~segments~~AEC-Q200 standardization. ~~The~~To ~~foil~~complement ~~resistor~~our ~~and~~extensive ~~strain~~portfolio ~~gage~~of ~~products~~high-performance ~~require~~precision aresistors, ~~similar~~we ~~level~~also ofoffer ~~labor~~decade ~~and~~boxes, ~~capital. However~~standard resistors, ~~the~~exceptional ~~advanced~~precision ~~sensors’~~thin ~~manufacturing~~film ~~technology~~and ~~offers~~power usresistors ~~the~~including ~~capability~~special toconstruction ~~produce~~configurations ~~high-quality~~to ~~foil~~meet ~~strain~~the ~~gages~~requirements inof ahigh ~~highly~~temperature ~~automated~~applications. ~~environment,~~We ~~which~~have wea ~~believe~~road ~~results~~map inof ~~reduced~~new ~~manufacturing~~technology ~~costs~~products ~~and~~to ~~lead~~meet ~~times,~~the ~~higher~~required ~~quality,~~needs ~~and~~of ~~increased~~our ~~margins~~customers.

~~Weighing~~Our ~~Solutions~~strain gage products, which include our advanced sensors, are resistive sensors that are attached to the surface of an object to determine the surface strain caused by an applied force. Marketed under the well-known Micro-Measurements brand, our strain gages are used for OEM for forces sensing in markets such as industrial, weighing, medical and consumer, and in stress analysis applications for structural testing in markets as aviation, military and space, infrastructure, and construction markets. Typical OEM applications are when strain gages are used inside precision transducers where the magnitude of an applied force is the focus of the measurement. In stress analysis applications the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge. Using strain gages bonded to metal, composite or other material components, a variety of physical measurements can be made including force, weight, pressure, displacement, and acceleration. Our innovative advanced sensors product line enhances the capability and performance of our strain gages, while simultaneously reducing their size and power consumption. Emerging applications for our advanced sensors include industrial and medical robotics, as well as for consumer products.

~~The~~A portion of our strain gage products are sold to third parties as “standard catalog items”, while the remainder of these products are sold as non-standard and/or custom products to third parties and to our Weighing Solutions segment. isStrain ~~comprised~~gage products are sold across several of our ~~VPG~~market ~~Transducers~~sectors, ~~VPG~~with ~~Onboard~~a ~~Weighing,~~significant ~~BLH~~portion ~~Nobel,~~being ~~Stress-Tek~~sold ~~and~~to ~~Vulcan~~consumer ~~businesses.~~end markets.

~~VPG~~ - ~~Transducers~~6 offers a broad line of load cells and force measurement transducers, which also known as force sensors, that are offered as precision sensors for industrial and commercial use. Typical applications for force sensors are in construction machinery for stability control or overload protection, agricultural equipment for precision force measurement, and medical devices such as hospital beds and medication dosing. The heavy equipment market has begun to adopt load cell technology as process control and equipment control features for their products. In some cases, these products use our strain gage products, -

- Table 6of -Contents

~~which~~The ~~serve~~products asin ~~sensing~~the ~~elements~~Sensors ~~and~~segment ~~components~~are ~~within~~primarily ~~each~~based ~~unit.~~on ~~Further integration of~~ our ~~load~~resistive ~~cell~~foil technology, iswhich ~~also~~continues ~~offered~~to asevolve ~~part~~and ofenables ~~our~~many ~~weighing module~~ products, ~~which~~in ~~provide~~both ~~customers~~segments ~~with~~to ~~a complete sensor assembly that may~~ be ~~used~~suited ~~within~~for anew ~~wide~~and ~~variety~~varied ~~of digital transducers~~applications.

AThe ~~transducer~~manufacturing isof ~~mounted~~the onfoil amaterial ~~structure that~~ is ~~subjected~~a tocritical ~~weight~~and orcommon ~~other~~component ~~forces,~~of ~~such as~~ the ~~platform~~Company’s ofstrain angage ~~industrial~~and ~~scale.~~precision ~~The~~foil ~~term~~resistor ~~“load~~operating ~~cell”~~segments, isand ~~primarily~~as ~~used~~a toresult, ~~describe~~we ~~transducers~~experience ~~used~~synergies inbetween ~~weighing~~our ~~applications.~~precision ~~Strain-gage~~resistor ~~based~~and ~~transducers consist of one or more~~ strain ~~gages~~gage ~~bonded~~operating ~~to a metallic structure~~segments. The ~~change~~production incycles ~~resistance~~for ofprecision ~~the~~resistors and strain gages inare ~~response~~similar toand ~~strain~~many of the ~~transducer~~same byraw ~~the~~materials ~~applied load is detected by electronic instrumentation calculating the force detected or weight. Transducers~~ are ~~manufactured~~utilized ~~with~~in ~~different designs and configurations depending on their application and~~ the ~~type~~manufacturing ofprocesses ~~stress or strain to be measured;~~ for ~~example,~~both ~~weight~~operating ~~or tension~~segments. WeThe ~~produce~~foil ~~both~~resistor ~~analog~~ and ~~digital~~strain ~~transducers.~~gage ~~Modules~~products ~~are~~require ~~transducers~~a ~~combined~~similar ~~with~~level aof ~~mounting~~labor and ~~with~~capital. ~~external features~~However, ~~such~~the asadvanced ~~instruments~~sensors’ ~~and~~manufacturing ~~cables,~~technology ~~and~~offers ~~are~~us ~~used~~the ~~for~~capability ~~weighing~~to ~~and~~produce ~~control~~high-quality ~~applications.~~foil Westrain ~~sell~~gages ~~our~~in ~~load~~a ~~cells~~highly ~~and~~automated ~~modules~~environment, ~~under~~which ~~the overall VPG Transducers name as~~ we ~~continue~~believe toresults ~~transition~~in ~~from~~reduced ~~the~~manufacturing ~~previously~~costs ~~used~~and ~~Celtron,~~lead ~~Revere~~times, ~~Sensortronics~~higher quality, and ~~Tedea-Huntleigh~~increased ~~brands~~margins.

~~Approximately~~Weighing half of VPG Transducer load cell products are sold to third parties as “standard catalog items,” but a growing sector of this segment’s products are sold as non-standard and/or custom products to third parties including OEM manufacturers. Our sales teams act as direct sales channels (field application engineers or “FAEs”) utilizing the primary customer interface relating to initial design specifications, development of prototypes, and pricing/delivery of this segment’s products. Distributors are also used for those customers that desire standard products.Solutions

~~Our~~The ~~VPG Onboard~~ Weighing, ~~Stress-Tek,~~Solutions ~~and~~segment ~~Vulcan~~is ~~businesses~~comprised ~~specialize~~of inour ~~high-quality,~~VPG ~~high-accuracy vehicle weighing and over-load monitoring systems for all commercial vehicle types~~Transducers, including trucks, vans, specialty vehicles, and special scale systems used for aircraft weighing and portable truck weighing. Onboard weighing systems are installed in logging and waste handling trucks. Many of these products use solid-state sensors. VPG Onboard Weighing ~~products~~, ~~sold~~BLH ~~under the brand names TruckWeigh~~Nobel, ~~VanWeigh,~~Stress-Tek and ~~Load~~Vulcan ~~Pro in the United States, are used by drivers and fleet operators to monitor vehicle loads within legally permitted limits and regulations~~businesses.

~~The~~VPG ~~BLH~~Transducers ~~Nobel~~offers ~~business~~a ~~mainly~~broad ~~provides~~line of load cells and ~~instrumentation~~force measurement transducers, which also known as force sensors, that are offered as precision sensors for ~~weighing~~industrial and commercial use. Typical applications for force sensors are in construction machinery for stability control~~/measurement~~ or overload protection, agricultural equipment for aprecision ~~variety~~force ofmeasurement, ~~uses~~and medical devices such as hospital beds and medication dosing. ~~These~~The ~~include~~heavy ~~systems~~equipment market has begun to ~~control~~adopt load cell technology as process ~~weighing~~control inand ~~food~~equipment control features for their products. In some cases, ~~chemical~~these products use our strain gage products, which serve as sensing elements and ~~pharmaceutical~~components ~~plants;~~within ~~force~~each ~~measurement~~unit. ~~systems~~Further ~~used~~integration toof ~~control~~our ~~web~~load ~~tension~~cell intechnology ~~paper~~is ~~mills~~also offered as part of our weighing module products, ~~cable~~which ~~tension~~provide incustomers ~~winch~~with ~~controls~~a complete sensor assembly that may be used within a wide variety of digital transducers.

~~Major~~A ~~components~~transducer is mounted on a structure that ~~comprise~~is ~~our~~subjected ~~Weighing~~to ~~Solutions~~weight ~~products~~or ~~include:~~other forces, such as the platform of an industrial scale. The term “load ~~cells,~~cell” ~~electronic~~is ~~displays,~~primarily ~~signal~~used ~~processors,~~to ~~MEMS~~describe ~~sensors,~~transducers ~~cabling,~~used ~~system~~in ~~software,~~weighing ~~and~~applications. ~~communications~~Strain-gage ~~software/hardware~~based transducers consist of one or more strain gages bonded to a metallic structure. The ~~end~~change ~~use~~in ~~for~~resistance of the ~~majority~~strain gages in response to strain of ~~these~~the ~~products~~transducer by the applied load is detected by electronic instrumentation calculating the ~~precision~~force ~~measurement~~detected or weight. Transducers are manufactured with different designs and configurations depending on their application and the type of ~~force~~stress or strain to be measured; for example, weight, ~~pressure,~~or ~~torque,~~tension. ~~tilt,~~We ~~motion,~~produce both analog and ~~acceleration~~digital transducers. ~~FAEs~~Modules are ~~utilized~~transducers ascombined ~~the~~with ~~primary~~a ~~customer~~mounting ~~interface~~and ~~relating~~with toexternal ~~initial~~features, ~~design~~such ~~specifications,~~as ~~development~~instruments ofand ~~prototypes~~cables, and ~~pricing/delivery~~are ofused ~~this~~for ~~segment's~~weighing ~~products~~and control applications. We ~~also~~sell ~~use~~our ~~distributors~~load cells and ~~sales~~modules ~~agents,~~under the overall VPG Transducers name as ~~appropriate,~~we continue to ~~market,~~transition ~~sell,~~from ~~and~~the ~~support~~previously ~~certain~~used ~~products~~Celtron, inRevere, ~~this~~Sensortronics, ~~segment~~and Tedea-Huntleigh brands.

~~Measurement~~Approximately ~~Systems~~half of VPG Transducer load cell products are sold to third parties as “standard catalog items,” but a growing sector of this segment’s products are sold as non-standard and/or custom products to third parties including OEM manufacturers. Our sales teams act as direct sales channels (field application engineers or “FAEs”) utilizing the primary customer interface relating to initial design specifications, development of prototypes, and pricing/delivery of this segment’s products. Distributors are also used for those customers that desire standard products.

~~The~~Our ~~Measurement~~VPG ~~Systems~~Onboard ~~segment~~Weighing, ~~includes~~Stress-Tek, ~~highly~~and ~~specialized~~Vulcan businesses specialize in high-quality, high-accuracy vehicle weighing and over-load monitoring systems for ~~steel~~all ~~production~~commercial vehicle types, ~~materials~~including ~~development~~trucks, vans, specialty vehicles, and ~~safety~~special ~~testing~~scale systems used for aircraft weighing and portable truck weighing. ~~This~~Onboard ~~segment~~weighing issystems ~~comprised~~are installed in logging and waste handling trucks. Many of ~~our~~these ~~KELK~~products use solid-state sensors. VPG Onboard Weighing products, ~~Nokra~~sold under the brand names TruckWeigh, ~~DSI~~VanWeigh, ~~Pacific~~and ~~Instruments~~Load Pro in the United States, are used by drivers and ~~DTS~~fleet ~~businesses~~operators to monitor vehicle loads within legally permitted limits and regulations.

~~Our~~The ~~KELK~~BLH Nobel business mainly provides ~~high~~load ~~accuracy~~cells and ~~performance~~instrumentation ~~sensors and systems~~ for ~~the~~weighing ~~steel~~ and ~~aluminum~~force ~~industries,~~control/measurement ~~and~~for ~~within~~a ~~those~~variety ~~industries,~~of ~~mainly for rolling mills~~uses. ~~KELK's~~These ~~products~~ include ~~rolling force measuring load cell~~ systems ~~and~~to ~~pressure~~control ~~transmitters;~~process ~~web~~weighing ~~tension~~in ~~measurement~~food, ~~load~~chemical, ~~cells~~ and ~~systems;~~pharmaceutical ~~optical strip width gages~~plants; ~~laser~~force ~~velocimeters~~measurement ~~for speed and length measurements, and closed-loop crop optimization control~~ systems ~~for~~used ~~optimal strip cuts. Our products are required~~ to ~~meet~~control ~~the~~web ~~most~~tension ~~demanding~~in ~~requirements~~paper ~~of the steel and aluminum industries~~mills, ~~providing~~cable ~~high~~tension ~~accuracy~~in ~~and~~winch ~~reliability under the most demanding harsh conditions of rolling mills~~controls.

~~Our~~Major ~~Nokra~~components ~~business~~that ~~offers~~comprise ~~high-quality~~our ~~measurement~~Weighing ~~and~~Solutions ~~testing~~products ~~systems~~include: ~~for~~load ~~use~~cells, inelectronic ~~manufacturing~~displays, signal processors, MEMS sensors, cabling, system software, and communications software/hardware. The ~~systems~~end ~~measure~~use ~~and~~for ~~test~~the ~~geometric~~majority ~~features~~of ~~such~~these asproducts ~~length~~is the precision measurement of force, ~~width~~weight, ~~thickness~~pressure, ~~profile~~torque, ~~shape~~tilt, motion, and ~~position~~acceleration. ~~Nokra’s~~FAEs ~~laser-based~~are ~~measuring~~utilized ~~systems~~as ~~expand~~the ~~upon~~primary ~~our~~customer ~~existing~~interface ~~KELK~~relating ~~measurement~~to ~~and~~initial ~~inspection~~design ~~solutions~~specifications, ~~for~~development ~~steel~~of prototypes, and ~~aluminum~~pricing/delivery ~~rolling~~of ~~mills~~this segment's products. We also use distributors and sales agents, as ~~well~~appropriate, asto ~~for~~market, ~~the~~sell, ~~metal~~and ~~processing~~support ~~industry~~certain ~~around~~products ~~the~~in ~~world~~this segment.

~~Our DSI business specializes in thermal~~ -~~mechanical~~ ~~simulation~~7 systems for metallurgical research. Marketed under the name "Gleeble®", DSI's line of physical simulation systems are used by universities, research departments, and development departments within the steel ecosystem to accelerate the development of new metal alloys, explore new production techniques, optimize existing processes, or simulate the conditions a material will face in the real world.-

- Table 7of -Contents

~~Our~~Measurement Pacific Instruments business offers a broad range of high performance signal conditioning, data acquisition and control systems, many of which reach customers outside our traditional commercial customer base, such as U.S. government-related customers.Systems

~~Our~~The ~~DTS~~Measurement ~~business~~Systems ~~provides~~segment ~~data~~includes ~~acquisition~~highly specialized systems ~~and sensors~~ for ~~product~~steel ~~safety testing. As a major supplier of embedded data acquisition and data logging capabilities for crash test dummies~~production, ~~DTS~~materials ~~expands our offering in the automotive market and in the avionics~~development, ~~military~~ and ~~space market. We believe DTS will continue to benefit from the global need for specialized~~ safety testing. ~~technology~~This ~~that~~segment is ~~expanding~~comprised ~~from~~of ~~the~~our ~~automotive~~KELK, ~~and~~DSI, ~~avionics~~Pacific ~~sectors~~Instruments toand ~~other~~DTS ~~applications such as sports safety~~businesses.

~~Qualifications~~Our KELK business provides high accuracy and ~~Specifications~~performance sensors and systems for the steel and aluminum industries, and within those industries, mainly for rolling mills. KELK's products include rolling force measuring load cell systems and pressure transmitters; web tension measurement load cells and systems; optical strip width gages; laser velocimeters for speed and length measurements, and closed-loop crop optimization control systems for optimal strip cuts. Our products are required to meet the most demanding requirements of the steel and aluminum industries, providing high accuracy and reliability under the most demanding harsh conditions of rolling mills. Through its Nokra product line, which was acquired on September 30, 2024, KELK develops and sells laser-based systems which measure and inspect geometric features including thickness, shape, and position of various metal products during manufacturing.

~~Certain~~Our ofDSI ~~our~~business ~~products~~specializes ~~must~~in bethermal-mechanical ~~qualified~~simulation orsystems ~~approved~~for metallurgical research. Marketed under ~~various~~the ~~military~~name ~~and~~"Gleeble®", ~~aerospace~~DSI's ~~specifications~~line of physical simulation systems are used by universities, research departments, and ~~other~~development ~~standards~~departments within the steel ecosystem to accelerate the development of new metal alloys, explore new production techniques, optimize existing processes, or simulate the conditions a material will face in the real world.

WeOur ~~have~~Pacific ~~qualified~~Instruments ~~certain~~business ofoffers ~~our~~a ~~foil~~broad ~~resistor~~range ~~and~~of ~~sensor~~high ~~products~~performance ~~under~~signal ~~various~~conditioning, ~~military~~data ~~specifications~~acquisition ~~approved~~ and ~~monitored~~control bysystems, ~~the~~many ~~United~~of ~~States~~which ~~Defense~~reach ~~Logistics~~customers ~~Agency~~outside ~~(“DLA”),~~our ~~under~~traditional ~~certain~~commercial ~~European~~customer ~~military specifications~~base, ~~and~~such ~~various~~as ~~aerospace standards approved by the~~ U.S. ~~National~~government-related ~~Aeronautics and Space Administration (“NASA”) and the European Space Agency (“ESA”)~~customers.

~~Qualification~~Our ~~and~~DTS ~~specification~~business ~~levels~~provides ~~are~~data ~~based~~acquisition insystems ~~part~~and ~~upon~~sensors ~~the~~for ~~rate~~product ofsafety ~~failure of products~~testing. WeAs ~~must~~a ~~continuously~~major ~~perform~~supplier ~~tests~~of onembedded ~~our~~data ~~products,~~acquisition and ~~report~~data ~~the~~logging ~~results~~capabilities for ~~qualified~~crash ~~products~~test todummies, ~~the~~DTS ~~qualifying~~expands ~~organization.~~our Ifoffering ain ~~product~~the ~~fails~~automotive tomarket ~~meet~~and in the ~~requirements~~avionics, ~~for~~military ~~the~~and ~~applicable~~space ~~classification~~market. ~~level,~~We ~~the~~believe ~~product’s~~DTS ~~classification~~will ~~may~~continue beto ~~suspended~~benefit orfrom ~~reduced~~the toglobal aneed ~~lower~~for ~~level.~~specialized ~~During~~safety ~~the~~testing ~~time~~technology that ~~the classification~~ is ~~suspended~~expanding orfrom ~~reduced,~~the ~~net~~automotive ~~revenues~~ and ~~earnings~~avionics ~~attributable~~sectors to ~~that~~other ~~product~~applications ~~may~~such beas ~~adversely~~sports ~~affected~~safety.

~~Certain~~Qualifications ~~of our load cell~~ and instrumentation products are approved by the National Type Evaluation Program (“NTEP”) and International Organization of Legal Metrology (“OIML”). Many of our weighing systems must also meet these standards to make them usable for legal-for-trade weighing applications. Products and systems that are to be used in hazardous areas, where explosive atmospheres might exist, must comply with special safety standards, such as the European Atmosphère Explosible (“ATEX”) Standard and the U.S. Factory Mutual (“FM”) Standard. Our load cell manufacturing sites undergo periodic audits by regulatory authorities in order to verify compliance with standard requirements and to extend product approvals. Specifications

~~Manufacturing~~Certain ~~Operations~~of our products must be qualified or approved under various military and aerospace specifications and other standards.

~~Our~~We ~~principal~~have ~~manufacturing~~qualified ~~facilities~~certain ~~are~~of ~~located~~our infoil ~~Israel,~~resistor ~~the~~and ~~United~~sensor ~~States,~~products ~~Canada,~~under ~~India,~~various ~~Germany,~~military ~~and~~specifications ~~Japan.~~approved Weand ~~also~~monitored ~~have~~by ~~manufacturing facilities in Sweden,~~ the United ~~Kingdom,~~States ~~the~~Defense ~~Republic~~Logistics ofAgency ~~China~~ (~~Taiwan~~“DLA”), ~~and~~under ~~France.~~certain ~~Over~~European ~~the~~military ~~past~~specifications, ~~several~~and ~~years,~~various weaerospace ~~have~~standards ~~invested~~approved ~~substantial~~by ~~resources~~the toU.S. ~~increase~~National ~~capacity~~Aeronautics and toSpace ~~enhance~~Administration ~~automation~~(“NASA”) inand ~~our~~the ~~plants,~~European ~~which~~Space weAgency ~~believe will further reduce production costs~~(“ESA”).

WeQualification ~~have~~and ~~quality~~specification ~~management~~levels ~~systems~~are atbased ~~all~~in part upon the rate of failure of products. We must continuously perform tests on our ~~major~~products, ~~manufacturing~~and ~~facilities~~report ~~approved~~the ~~under~~results for qualified products to the ~~ISO~~qualifying ~~9001~~organization. ~~Quality~~If ~~Management~~a ~~Systems~~product ~~Standard~~fails to meet the requirements for the applicable classification level, the product’s classification may be suspended or reduced to a lower level. ~~ISO~~During ~~9001~~the time that the classification is asuspended ~~comprehensive~~or ~~set~~reduced, ofnet ~~quality~~revenues ~~program~~and ~~standards~~earnings ~~developed~~attributable byto ~~the~~that ~~International~~product ~~Organization~~may ~~for~~be ~~Standardization~~adversely ~~("ISO")~~affected.

~~The~~Certain ~~quality~~of ~~management~~our ~~system~~load incell and instrumentation products are approved by the National Type Evaluation Program (“NTEP”) and International Organization of Legal Metrology (“OIML”). Many of our ~~major~~weighing ~~foil~~systems ~~resistors~~must ~~manufacturing~~also ~~site~~meet isthese ~~certified~~standards ~~against~~to ~~Aerospace~~make them usable for legal-for-trade weighing applications. Products and systems that are to be used in hazardous areas, where explosive atmospheres might exist, must comply with special safety standards, such as the European Atmosphère Explosible (“ATEX”) Standard ASand ~~9100~~the U.S. Factory Mutual (“FM”) Standard. Our load cell manufacturing sites undergo periodic audits by regulatory authorities in order to verify compliance with standard requirements and to extend product approvals.

~~Our~~Manufacturing ~~third-party major load cells manufacturer as well as our third-party Onboard Weighing manufacturer have quality management systems certified to Automotive Standard IATF 16949.~~Operations

Our ~~DTS~~principal ~~business~~manufacturing ~~unit~~facilities are located in Israel, ~~manufacturing~~the ~~data~~United ~~acquisition~~States, ~~systems~~Canada, ~~data~~India, ~~loggers~~Germany, and ~~sensors~~Japan. ~~for~~We ~~critical~~also ~~testing~~have ~~for~~manufacturing ~~aerospace~~facilities in Sweden, ~~military~~the United Kingdom, ~~crash~~the ~~safety~~People’s Republic of China, isthe ~~certified~~Republic toof ~~ISO/IEC~~China ~~17025~~(Taiwan), ~~standard~~and France. ~~Compliance~~Over tothe ~~this~~past ~~standard~~several ~~ensures~~years, ~~that~~we ~~the~~have ~~DTS~~invested ~~facilities~~substantial ~~operate~~resources ~~quality~~to ~~management~~increase ~~systems~~capacity and to enhance automation in our plants, ~~are~~which ~~technically~~we ~~competent~~believe ~~and~~will ~~generate~~further ~~technically~~reduce ~~valid~~production ~~results~~costs.

ToWe ~~maintain~~have ~~our~~quality ~~cost~~management ~~competitiveness,~~systems weat ~~are~~all ~~pursuing~~of our ~~strategic~~major ~~initiatives to shift~~ manufacturing ~~emphasis~~facilities toapproved ~~more~~under ~~advanced~~the ~~automation~~ISO in9001 ~~higher-labor-cost~~Quality ~~regions~~Management ~~and~~Systems ~~to relocate production to regions with skilled workforces and relatively lower labor costs~~Standard. ~~See~~ISO ~~additional~~9001 ~~information~~is ina ~~Item~~comprehensive 7set ~~“Management’s Discussion and Analysis~~ of ~~Financial~~quality ~~Condition~~program ~~and~~standards ~~Results~~developed ofby ~~Operations~~the –International ~~Cost~~Organization ~~Management”~~for ~~related~~Standardization ~~to our restructuring efforts~~("ISO").

~~Sources~~ - of8 ~~Supplies~~-

~~Although~~ Table ~~most materials incorporated in our products are available from a number~~ of sources, certain materials are available only from a relatively limited number of suppliers. The principal materials used in our products include various metallic foil alloys, aluminum, stainless steel, tool steel, plastics, and for a few products, gold. Some of the most highly specialized materials for our sensors are sourced from a single vendor. We maintain a safety stock inventory of certain critical materials at our Contents

-The 8quality -management system in our major foil resistors manufacturing site is certified against Aerospace Standard AS 9100.

~~facilities.~~Our Wemajor ~~are~~load ~~taking~~cells ~~steps~~manufacturer toas ~~determine~~well ~~the~~as ~~use, source, and origin of any tin, tantalum, tungsten, or gold in~~ our ~~global~~Onboard ~~product~~Weighing ~~portfolio~~manufacturer ~~and,~~have ifquality ~~appropriate,~~management ~~would~~systems ~~work~~certified ~~with our suppliers~~ to ~~remediate~~Automotive ~~issues~~Standard ~~and~~IATF ~~source more responsibly~~16949.

AOur ~~portion~~DTS ofbusiness ~~our~~unit, ~~Weighing~~manufacturing ~~Solutions~~data acquisition systems, data loggers and ~~Measurement~~sensors ~~Systems~~for ~~segment~~critical ~~products~~testing ~~are~~for ~~based~~aerospace, onmilitary, ~~strain~~crash ~~gages~~safety, ~~produced~~is bycertified ~~our~~to ~~Sensors~~ISO/IEC ~~segment~~17025 standard. Compliance with this standard ensures that the DTS facilities operate quality management systems, are technically competent and generate technically valid results.

~~Inventory~~To maintain our cost competitiveness, we are pursuing our strategic initiatives to shift manufacturing emphasis to more advanced automation in higher-labor-cost regions and ~~Backlog~~to relocate production to regions with skilled workforces and relatively lower labor costs. See additional information in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cost Management” related to our restructuring efforts.

WeSources ~~manufacture both standardized products and those designed and produced to meet customer specifications. We maintain an inventory~~ of ~~standardized components, and monitor the backlog of outstanding orders for our products.~~Supplies

WeAlthough ~~include~~most materials incorporated in our ~~backlog~~products ~~only~~are ~~open~~available ~~orders~~from ~~that~~a ~~have~~number ~~been~~of ~~released~~sources, bycertain ~~the~~materials ~~customer~~are ~~for~~available ~~shipment~~only infrom ~~the~~a ~~next~~relatively ~~twelve~~limited ~~months~~number of suppliers. ~~Many~~The ofprincipal ~~our~~materials ~~customers~~used ~~for~~in ~~strain~~our ~~gages,~~products ~~load~~include ~~cells,~~various ~~and~~metallic foil ~~resistors~~alloys, ~~encounter~~aluminum, ~~uncertain~~stainless ~~and~~steel, ~~changing~~tool ~~demand~~steel, plastics, and for ~~their~~a few products, gold. ~~They~~Some ~~typically~~of ~~order~~the ~~products~~most ~~from~~highly usspecialized ~~based~~materials onfor ~~their~~our ~~forecasts.~~sensors Ifare ~~the~~sourced ~~customers'~~from ~~business~~a ~~needs~~single ~~change,~~vendor. ~~they~~We ~~may~~maintain ~~cancel~~a orsafety ~~reschedule~~stock ~~the~~inventory ~~shipments~~of ~~that~~certain ~~are~~critical ~~included~~materials inat our facilities. ~~backlog,~~We inare ~~many~~taking ~~instances~~steps ~~without~~to determine the ~~payment~~use, source, and origin of any ~~penalty.~~tin, ~~Therefore~~tantalum, ~~the~~tungsten, ~~backlog~~or atgold ~~any~~in ~~point~~our inglobal ~~time~~product isportfolio ~~not~~and, ~~necessarily~~if ~~indicative~~appropriate, ofwould ~~the~~work ~~results~~with our suppliers to beremediate ~~expected~~issues ~~for~~and ~~future~~source ~~periods~~more responsibly.

~~Customers~~A portion of our Weighing Solutions and ~~Marketing~~Measurement Systems segment products are based on strain gages produced by our Sensors segment.

~~Our~~Inventory ~~customer base is diversified in terms of industry, geographic region,~~ and range of product needs. No single customer comprises greater than 10% of net revenues. A portion of our products are used in the broad industrial market for wide variety of applications in waste management, bulk hauling, logging, scales manufacturing, engineering systems, pharmaceutical, oil, chemical, steel, paper, and food industries. In addition, we sell to an expanding array of end markets including test and measurement, steel, medical, construction, agricultural, and consumer.Backlog

~~Many~~We ofmanufacture ~~our~~both standardized products ~~have~~and ~~historically~~those ~~been~~designed ~~sold~~and byproduced ~~dedicated~~to ~~sales~~meet ~~forces,~~customer ~~consisting mainly of FAEs focusing on specific market segments or specific customers~~specifications. ~~The~~We ~~FAEs~~maintain ~~help~~an ~~identify~~inventory ~~the products in our portfolio that best meet the needs~~ of ~~our~~standardized ~~customers~~components, and ~~provide~~monitor ~~technical~~the ~~and~~backlog ~~applications support. Their in-depth knowledge~~ of ~~customer~~outstanding ~~needs~~orders isfor aour ~~key factor in new product design and future research and development initiatives~~products.

~~Competition~~We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months. Many of our customers for strain gages, load cells, and foil resistors encounter uncertain and changing demand for their products. They typically order products from us based on their forecasts. If the customers' business needs change, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, the backlog at any point in time is not necessarily indicative of the results to be expected for future periods.

~~Our~~Customers ~~competitive success depends on our ability to maintain a competitive advantage on the basis of superior product capability~~ and performance, product quality, know-how, proprietary data, market knowledge, service capability and business reputation. Price competitiveness can be an important factor, especially within our Weighing Solutions segment. Our sales and marketing programs offer our customers a broad range of world-class precision technologies, and superior global sales and support.Marketing

~~Competition~~Our customer base is diversified in ~~the~~terms ~~markets~~of ~~where~~industry, wegeographic ~~sell~~region, ~~the~~and ~~bulk~~range of ~~our~~product ~~products~~needs. isNo ~~extremely~~single ~~fragmented,~~customer ~~both~~comprises ~~geographically~~greater ~~and~~than by10% ~~application~~of net revenues. ToA ~~our~~portion ~~knowledge,~~of ~~there~~our products are noused ~~competitors~~in ~~with~~ the ~~same~~broad ~~product~~industrial ~~mix~~market ~~and~~for ~~proprietary~~wide ~~technology~~variety asof ~~ours.~~applications ~~Our~~in ~~competitors~~waste ~~range~~management, ~~from~~bulk ~~very~~hauling, ~~small~~logging, ~~local~~scales ~~companies~~manufacturing, toengineering ~~large~~systems, ~~international~~pharmaceutical, ~~companies~~oil, ~~with~~chemical, ~~greater~~steel, ~~financial~~paper, ~~resources~~and ~~than~~food usindustries. In addition, we sell to an expanding array of end markets including test and measurement, steel, medical, construction, agricultural, and consumer.

~~Our~~Many ~~foil~~of ~~resistors~~our ~~and~~products ~~our~~have ~~strain~~historically ~~gages~~been ~~are~~sold ~~based~~by ondedicated ~~our~~sales ~~proprietary~~forces, ~~technology.~~consisting ~~Competitors~~mainly ~~try~~of toFAEs ~~compete~~focusing inon ~~this~~specific market ~~using~~segments ~~different~~or ~~technology~~specific tocustomers. ~~offer~~The ~~functionally~~FAEs ~~equivalent~~help ~~products. Examples~~identify ofthe ~~competition~~products in our ~~Sensors~~portfolio ~~segment~~that ~~includes~~best ~~KOA,~~meet ~~Bourns,~~the ~~Vishay~~needs ~~Intertechnology,~~of TTour ~~Electronics,~~customers ~~Susumu, Isabellenhute, Caddock~~ and ~~Flat~~provide ~~Dashi~~technical ~~for foil resistors~~ and ~~HBK,~~applications ~~an operating company of Spectris, Tokyo Sokki Kenkyujo Co~~support., ~~Ltd~~Their ~~(TML), Kyowa and Zemic for strain gages. Competitors~~ in ~~our Weighing Solutions segment include HBK, Zemic, and Utilcell for load cell products, Air~~-~~Weigh~~depth ~~and~~knowledge ~~Vehicle~~of ~~Weighing~~customer ~~Systems~~needs ~~for~~is ~~onboard~~a ~~weighing~~key ~~products. In~~factor ~~the~~in ~~Measurement~~new ~~Systems~~product ~~segment,~~design ~~we compete with ABB, IMS~~ and ~~Fuji~~future inresearch ~~the steel market~~ and ~~Kistler~~development ~~for data acquisition systems~~initiatives.

~~Research and Development~~Competition

~~Many~~Our ofcompetitive ~~our~~success ~~products,~~depends ~~manufacturing~~on ~~techniques,~~our ~~and~~ability ~~technologies~~to ~~have~~maintain ~~been~~a ~~invented,~~competitive ~~designed,~~advantage ~~and~~on ~~developed~~the bybasis ~~our~~of ~~engineers~~superior product capability and ~~scientists.~~performance, ~~Special~~product quality, know-how, proprietary ~~resistive~~data, ~~metal~~market ~~foil~~knowledge, isservice ~~the~~capability ~~most~~and ~~important~~business ~~material~~reputation. inPrice ~~both~~competitiveness ~~our~~can ~~foil~~be ~~resistors~~an ~~and~~important factor, especially within our ~~foil~~Weighing ~~strain~~Solutions ~~gages,~~segment. Our sales and ~~our~~marketing ~~research~~programs ~~and~~offer ~~development~~our ~~activities~~customers ~~related~~a tobroad ~~foil~~range ~~materials~~of ~~are~~world-class anprecision ~~important~~technologies, ~~linkage~~and ~~between~~superior ~~these~~global ~~two~~sales ~~products~~and support.

We - ~~maintain~~9 strategically placed design centers for each of our business segments where proximity to customers enables us to more easily monitor and satisfy the needs of local markets. These design centers are located in the United States, Israel, Canada, Sweden, Japan, the United Kingdom, and Germany. -

We Table ~~also maintain research and development staff, and promote programs at a number~~ of our production facilities to develop new products and new applications of existing products, and to improve manufacturing techniques. This decentralized approach encourages individualized product development at specific manufacturing facilities that occasionally has applications at other facilities.Contents

-Competition 9in -the markets where we sell the bulk of our products is extremely fragmented, both geographically and by application. To our knowledge, there are no competitors with the same product mix and proprietary technology as ours. Our competitors range from very small, local companies to large, international companies with greater financial resources than us.

Our ~~research~~foil ~~and~~resistors ~~development staff~~ and our ~~sales~~strain ~~force~~gages are ~~closely~~based ~~linked.~~on ~~Our~~our ~~sales~~proprietary ~~force~~technology. isCompetitors ~~comprised~~try ofto ~~individuals~~compete ~~with~~in anthis ~~engineering~~market ~~background~~using ~~who~~different ~~can~~technology ~~help~~to ~~meet~~offer ~~the~~functionally ~~needs~~equivalent products. Examples of competition in our ~~customers~~Sensors segment includes KOA, Bourns, Vishay Intertechnology, TT Electronics, Susumu, Isabellenhute, Caddock and Flat Dashi for ~~technical~~foil resistors and ~~applications~~HBK, ~~support~~an operating company of Spectris, Tokyo Sokki Kenkyujo Co., ~~This~~Ltd (TML), Kyowa and Zemic for strain gages. Competitors in~~-depth~~ ~~knowledge~~our ofWeighing ~~customer~~Solutions ~~needs~~segment include HBK, Zemic, and ~~specifications~~Utilcell isfor aload ~~key~~cell ~~factor~~products, Air-Weigh and Vehicle Weighing Systems for onboard weighing products. In the Measurement Systems segment, we compete with ABB, IMS and Fuji in ~~future~~the ~~research~~steel market and ~~development~~Kistler ~~initiatives~~for data acquisition systems.

Research and development will continue to play a key role in our efforts to introduce innovative products for 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 and, ultimately, our financial performance. To that end, we expect to sustain or increase our R&D expenditures in order to fill the product development pipeline and lay the foundation for future sales growth.Development

~~Patents~~Many of our products, manufacturing techniques, and ~~Licenses~~technologies have been invented, designed, and developed by our engineers and scientists. Special proprietary resistive metal foil is the most important material in both our foil resistors and our foil strain gages, and our research and development activities related to foil materials are an important linkage between these two products.

We ~~have~~maintain ~~made~~strategically aplaced ~~significant~~design ~~investment~~centers infor ~~securing~~each ~~intellectual~~of ~~property protection for~~ our ~~technology~~business ~~and~~segments ~~products.~~where Weproximity ~~seek~~ to ~~protect~~customers ~~our~~enables ~~technology~~us ~~by,~~to ~~among~~more ~~other~~easily ~~things,~~monitor ~~filing~~and ~~patent~~satisfy ~~applications for technology considered important to~~ the ~~development~~needs of ~~our~~local ~~business~~markets. ~~Although~~These wedesign ~~have~~centers ~~numerous~~are ~~United~~located ~~States~~in ~~and~~the ~~foreign~~United ~~patents~~States, ~~covering~~Israel, ~~certain~~Canada, ofSweden, ~~our products and manufacturing processes~~Japan, nothe ~~particular~~United ~~patent is considered individually material to our business. We also rely upon trade secrets~~Kingdom, ~~unpatented know-how,~~ and ~~continuing technological innovation~~Germany.

~~Our~~We ~~ability~~also tomaintain ~~compete~~research ~~effectively~~and ~~with~~development ~~other companies depends~~staff, inand ~~part,~~promote onprograms ~~our~~at ~~ability~~a tonumber ~~maintain the proprietary nature~~ of our ~~technology.~~production ~~Although~~facilities weto ~~have~~develop ~~been~~new ~~awarded,~~products ~~have~~and ~~filed~~new applications ~~for,~~of orexisting ~~have~~products, ~~obtained numerous patents in the United States~~ and ~~other~~to ~~countries,~~improve ~~there~~manufacturing ~~can~~techniques. beThis nodecentralized ~~assurance~~approach ~~concerning~~encourages ~~the~~individualized ~~degree~~product ofdevelopment ~~protection~~at ~~afforded~~specific bymanufacturing ~~these~~facilities ~~patents, or the likelihood~~ that ~~pending~~occasionally ~~patents~~has ~~will~~applications beat ~~issued~~other facilities.

WeOur ~~require all of our technical,~~ research and development, ~~sales~~staff and ~~marketing,~~our ~~and~~sales ~~management~~force ~~employees,~~are ~~and~~closely ~~most~~linked. ~~consultants~~Our ~~and~~sales ~~other~~force ~~advisors~~is tocomprised ~~execute confidentiality agreements upon the commencement~~ of ~~employment,~~individuals ~~or consulting relationships~~ with ~~us.~~an ~~These~~engineering ~~agreements~~background ~~provide~~who ~~that~~can ~~all~~help ~~confidential~~meet ~~information~~the ~~developed,~~needs orof ~~made~~our ~~known~~customers tofor ~~the~~technical ~~entity~~and orapplications ~~individual~~support. ~~during~~This ~~the~~in-depth ~~course~~knowledge of ~~the~~customer ~~entity’s~~needs orand ~~individual’s~~specifications ~~relationship with us,~~ is toa bekey ~~kept~~factor ~~confidential and not disclosed to third parties except~~ in ~~specific~~future ~~circumstances. Substantially all of our technical,~~ research and development, ~~sales and marketing, and management employees have entered into agreements providing for the assignment to us of rights to inventions made by them while employed by us~~initiatives.

~~Environmental~~Research and development will continue to play a key role in our efforts to introduce innovative products for new sales, ~~Social~~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 ~~Governance~~our manufacturing base and, ultimately, our financial performance. To that end, we expect to sustain or increase our R&D expenditures in order to fill the product development pipeline and lay the foundation for future sales growth.

AsPatents ~~part of our launch of a corporate Environmental, Social~~ and ~~Governance ("ESG") program, we completed a materiality assessment, developed a multi-year ESG plan, and established an internal scorecard with short and long-term objectives.~~ Licenses

~~The~~We ~~implementation~~have ofmade ~~our~~a ~~multi-year~~significant ~~ESG~~investment ~~plan~~in ~~continues~~securing tointellectual beproperty onprotection ~~track~~for ~~as evidenced by~~ our ~~actions~~technology ~~over~~and ~~the~~products. ~~past~~We ~~year,~~seek ~~which~~to ~~include~~protect ~~the~~our ~~issuance~~technology ofby, ~~the~~among ~~first~~other ~~VPG Sustainability Report in October 2024 that details its risks and opportunities~~things, ~~further~~ ~~measurement~~filing and ~~progress~~maintaining onpatent ~~material~~applications ~~ESG~~for ~~topics~~technology ~~during~~considered ~~2022-2023~~important ~~that~~to ~~culminated in~~ the ~~capture~~development ~~and reporting~~ of ~~Scope~~our 1business. ~~and~~Although ~~Scope~~we 2have ~~emissions~~numerous ~~using~~United ~~the~~States ~~latest~~and ~~Greenhouse~~foreign ~~Gas~~patents ~~(GHG)~~covering ~~Protocol. Our~~certain ~~multi-year~~of ~~ESG~~our ~~plan~~products ~~is reviewed yearly~~ and ~~remains built~~manufacturing ~~on four pillars: Our People~~processes, ~~Our~~no ~~Environment,~~particular ~~Our~~patent ~~Governance~~is ~~and~~considered ~~Our~~individually ~~Products,~~material ~~and~~to ~~continues~~our tobusiness. ~~serve~~We asalso arely ~~guiding~~upon ~~framework~~confidential ~~that~~and ~~will~~proprietary beinformation ~~added~~and toprocesses asincluding ~~new~~trade ~~trends~~secrets, ~~requests~~know-how, ~~from stakeholders~~ and ~~internal~~continuing ~~business~~technological ~~strategies require~~innovation.

WeOur ~~have~~ability ~~issued an Environmental, Health and Safety Policy that sets forth our commitment~~ to ~~achieving~~compete ~~health~~effectively ~~and~~with ~~safety~~other ~~for~~companies ~~employees and protecting of the environment~~depends, toin ~~maintaining compliance with applicable environmental~~part, ~~health~~on ~~and~~our ~~safety~~ability ~~laws,~~ to ~~promoting~~maintain ~~proper management of hazardous materials, and to minimizing~~ the ~~hazardous~~proprietary ~~materials~~nature ~~generated in the course~~ of our ~~operations~~technology. InAlthough ~~addition,~~we ~~our~~have ~~manufacturing~~been ~~operations~~awarded, ~~are~~have ~~subject~~filed toapplications ~~various regional~~for, ~~federal,~~or ~~state,~~have ~~and~~obtained ~~local~~numerous ~~laws~~patents ~~restricting~~in ~~discharge of materials into~~ the ~~environment.~~United ~~Since~~States weand ~~are~~other ~~subject to Environmental~~countries, ~~Health~~there ~~and~~can ~~Safety~~be ~~laws~~no ~~worldwide~~assurance weconcerning ~~incur~~the ~~capital~~degree ~~and~~of ~~operating~~protection ~~expenditures~~afforded ~~and~~by ~~other~~these ~~costs~~patents, toor ~~comply~~the ~~with~~likelihood ~~such~~that ~~laws~~pending ~~and~~patents ~~any~~will ~~investigations~~be ~~of us related to such laws~~issued.

~~Human~~ - ~~Capital~~10 -

As Table of December 31, 2024, we employed approximately 2,200 total employees, substantially all of which were full-time employees. Approximately 82% of our employees were located outside the United States. Our future success is substantially dependent on our ability to attract and retain highly qualified technical and administrative personnel. Some of our employees outside the United States are members of trade unions. Contents

We ~~support~~require ~~worldwide~~all ~~employment~~of our technical, research and ~~promotion~~development, ofsales ~~diversity~~and tomarketing, ~~innovate~~and management employees, and ~~drive~~most ~~long-term~~consultants ~~value~~and other advisors to execute confidentiality agreements upon the commencement of employment, byor ~~continuous~~consulting ~~monitoring~~relationships with us. These agreements provide that all confidential information developed, or made known to the entity or individual during the course of ~~compensation~~the entity’s or individual’s relationship with us, is to be kept confidential and ~~benefits~~not disclosed to ~~assure~~third ~~competitiveness,~~parties ~~while~~except ~~implementing~~in aspecific ~~worldwide~~circumstances. ~~talent~~Substantially ~~strategy~~all ~~that~~of ~~includes~~our ~~workforce~~technical, ~~planning~~research and ~~succession~~development, ~~planning~~sales and marketing, and management employees have entered into agreements providing for the assignment to us of rights to inventions made by them while employed by us.

-Environmental, 10Social -and Governance

WeAs ~~have~~part ~~had~~of noour ~~employee~~launch ~~strikes~~of ora ~~work~~corporate ~~stoppages~~Environmental, ~~due~~Social toand ~~labor~~Governance ~~disputes~~("ESG") ~~and~~program, we ~~consider~~completed ~~our~~a ~~relationship~~materiality ~~with~~assessment, ~~employees~~developed toa bemulti-year ~~generally~~ESG ~~good~~plan, ~~however,~~and noestablished ~~assurance~~an ~~can~~internal bescorecard ~~given~~with ~~that~~short ~~labor~~and ~~unrest~~long-term orobjectives ~~strikes will not occur. We continue to support employee’s rights to collective bargaining~~ and ~~other~~published ~~recognized~~our ~~employee~~first ~~interests~~ever toSustainability ~~organize~~Report.

~~Information~~The ~~about~~implementation of our ~~Executive~~multi-year ~~Officers~~ESG plan continues to be on track as evidenced by our actions over the past year, which include update of ESG key performance indicators and targets and the issuance of our Corporate Social Responsibility and Involvement Policy, Customer Health and Safety, Product Use and End of Life Policy, and Independent Director Stock Ownership Guidelines and update of our Global Code of Business Conduct and Ethics. Our multi-year ESG plan is reviewed yearly and remains built on four pillars: Our People, Our Environment, Our Governance and Our Products, and continues to serve as a guiding framework that will be added to as new trends, requests from stakeholders and internal business strategies require.

~~The~~We ~~following~~have ~~table~~issued an Environmental, Health and Safety Policy that sets forth ~~certain~~our ~~information~~commitment ~~regarding~~to achieving health and safety for employees and protecting of the environment, to maintaining compliance with applicable environmental, health and safety laws, to promoting proper management of hazardous materials, and to minimizing the hazardous materials generated in the course of our ~~executive~~operations. ~~officers~~In asaddition, our manufacturing operations are subject to various regional, federal, state, and local laws restricting discharge of ~~February 25~~materials into the environment. Since we are subject to Environmental, ~~2025:~~Health and Safety laws worldwide we incur capital and operating expenditures and other costs to comply with such laws and any investigations of us related to such laws.

Name	Age	Positions
Ziv Shoshani	58	Chief Executive Officer, President, and Director
William M. Clancy	62	Executive Vice President and Chief Financial Officer
Amir Tal	55	Executive Vice President and Chief Accounting Officer

Human Capital

~~Ziv~~As ~~Shoshani~~of isDecember ~~our Chief Executive Officer and President~~31, ~~and also serves on the Board of Directors. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1~~2025, ~~2007~~we toemployed ~~November~~approximately 12,100 ~~2009.~~total ~~During 2006~~employees, hesubstantially ~~was~~all ~~Deputy~~of ~~Chief~~which ~~Operating~~were ~~Officer~~full-time ~~of Vishay Intertechnology~~employees. ~~Mr.~~Approximately ~~Shoshani~~84% ~~was Executive Vice President~~ of ~~Vishay~~our ~~Intertechnology~~employees ~~from~~were ~~2000~~located tooutside ~~2009 with various areas of responsibility, including Executive Vice President of~~ the ~~Capacitors~~United ~~and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions~~States. ~~Mr.~~Our ~~Shoshani~~future ~~had~~success ~~been~~is ~~employed~~substantially bydependent ~~Vishay~~on ~~Intertechnology~~our ~~since~~ability ~~1995. He continues~~ to ~~serve~~attract onand ~~the~~retain ~~Vishay~~highly ~~Intertechnology~~qualified ~~board~~technical ofand ~~directors.~~administrative Mrpersonnel. ~~Shoshani~~Some ~~is a nephew~~ of ~~Mrs.~~our ~~Ruta~~employees ~~Zandman,~~outside the ~~widow~~United ofStates ~~the~~are ~~late~~members ~~Dr. Felix Zandman, the founder~~ of ~~Vishay~~trade ~~Intertechnology~~unions.

~~William~~We M.support ~~Clancy~~worldwide isemployment ~~our Executive Vice President~~ and ~~Chief~~promotion ~~Financial Officer. Mr. Clancy was Corporate Controller~~ of ~~Vishay~~diversity ~~Intertechnology~~to ~~from~~innovate ~~1993~~and ~~until~~drive ~~November~~long-term 1value, ~~2009.~~by Hecontinuous ~~became~~monitoring ~~a Vice President~~ of ~~Vishay~~compensation ~~Intertechnology in 2001~~ and abenefits ~~Senior Vice President of Vishay Intertechnology in 2005. Mr. Clancy served as Corporate Secretary of Vishay Intertechnology from 2006~~ to ~~2009.~~assure ~~From June 16~~competitiveness, ~~2000~~while ~~until~~implementing ~~May~~a ~~16,~~worldwide ~~2005~~talent ~~(the~~strategy ~~date~~that ~~Vishay~~includes ~~Intertechnology~~workforce ~~acquired~~planning ~~the~~and ~~noncontrolling~~succession ~~interest in Siliconix incorporated), Mr~~planning. ~~Clancy served as the principal accounting officer of Siliconix. Mr. Clancy had been employed by Vishay Intertechnology since 1988. Mr. Clancy is a licensed CPA in Pennsylvania.~~

~~Amir~~We ~~Tal~~have ishad ~~our~~no ~~Executive~~employee ~~Vice~~strikes ~~President~~or ~~and~~work ~~Chief~~stoppages ~~Accounting~~due ~~Officer. Mr. Tal was appointed by the Board of Directors~~ to ~~such~~labor ~~position~~disputes ~~effective~~and ~~February~~we 5,consider ~~2020. He~~our ~~served~~relationship aswith ~~the~~employees ~~Company’s~~to ~~Senior~~be ~~Vice~~generally ~~President~~good, ~~Finance from March 2017 until February 2020. From July 2010 to February 2017~~however, ~~Mr.~~no ~~Tal~~assurance ~~served~~can asbe ~~the~~given ~~Company’s~~that ~~Vice~~labor ~~President~~unrest ~~Operational~~or ~~Controller~~strikes ~~and~~will ~~Regional~~not ~~Controller Israel~~occur. ~~Mr.~~We ~~Tal~~continue ~~holds~~to asupport ~~bachelor~~employee’s ~~degree~~rights into ~~economics~~collective ~~and~~bargaining ~~business administration from the University of Haifa~~ and another ~~MBA~~recognized ~~from~~employee ~~Bar~~interests ~~Ilan~~to ~~University~~organize.

~~Company~~ Information ~~and~~about ~~Website~~our Executive Officers

We began filing annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after our spin-off from Vishay Intertechnology on July 6, 2010. The ~~SEC~~following ~~maintains~~table ansets ~~Internet~~forth ~~website~~certain ~~that contains reports, proxy and~~ information ~~statements,~~regarding ~~and~~our ~~other~~executive ~~information~~officers ~~regarding~~as ~~issuers,~~of ~~including~~February us27, ~~that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov.~~2026:

In addition, our company website can be found on the Internet at www.vpgsensors.com. The website contains information about us and our operations. Copies of each of our filings with the SEC on Form 10-K, Form 10-Q, Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC. To view the reports, access http://ir.vpgsensors.com and click on “Financials”/ “SEC Filings.”

Name	Age	Positions
Ziv Shoshani	59	Chief Executive Officer, President, and Director
William M. Clancy	63	Executive Vice President and Chief Financial Officer
Amir Tal	56	Executive Vice President and Chief Accounting Officer
Yair Alcobi	54	Executive Vice President and Chief Business & Product officer
Rafi Ouzan	59	Executive Vice President and Chief Operating Officer

~~The~~ - ~~following~~11 ~~corporate governance related documents, as may be amended from time to time, are also available on our website:~~-

~~•Compensation~~ Table ~~Committee~~of ~~Charter~~Contents

~~•Nominating~~Ziv Shoshani is our Chief Executive Officer and ~~Corporate~~President, ~~Governance~~and ~~Committee~~also ~~Charter~~serves on the Board of Directors. Mr. Shoshani was Chief Operating Officer of Vishay Intertechnology from January 1, 2007 to November 1, 2009. During 2006, he was Deputy Chief Operating Officer of Vishay Intertechnology. Mr. Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions. Mr. Shoshani had been employed by Vishay Intertechnology since 1995. He continues to serve on the Vishay Intertechnology board of directors. Mr. Shoshani is a nephew of Mrs. Ruta Zandman, the widow of the late Dr. Felix Zandman, the founder of Vishay Intertechnology.

~~•Audit~~William ~~Committee~~M. ~~Charter~~Clancy is our Executive Vice President and Chief Financial Officer. Mr. Clancy was Corporate Controller of Vishay Intertechnology from 1993 until November 1, 2009. He became a Vice President of Vishay Intertechnology in 2001 and a Senior Vice President of Vishay Intertechnology in 2005. Mr. Clancy served as Corporate Secretary of Vishay Intertechnology from 2006 to 2009. From June 16, 2000 until May 16, 2005 (the date Vishay Intertechnology acquired the noncontrolling interest in Siliconix incorporated), Mr. Clancy served as the principal accounting officer of Siliconix. Mr. Clancy had been employed by Vishay Intertechnology since 1988. Mr. Clancy is a licensed CPA in Pennsylvania.

~~•Global~~Amir ~~Code~~Tal is our Executive Vice President and Chief Accounting Officer. Mr. Tal was appointed by the Board of ~~Business~~Directors ~~Conduct~~to such position effective February 5, 2020. He served as the Company’s Senior Vice President, Finance from March 2017 until February 2020. From July 2010 to February 2017, Mr. Tal served as the Company’s Vice President Operational Controller and Regional Controller Israel. Mr. Tal holds a bachelor’s degree in economics and business administration from the University of Haifa and an MBA from Bar Ilan University. Before that Mr. Tal was with Vishay Intertechnology where he served six years mainly as Senior Director, Group Controller for Measurement Group’s Divisions.

~~•Code~~Yair Alcobi is our Chief Business and Products Officer. Mr. Alcobi was appointed by the Board of ~~Ethics~~Directors ~~Applicable~~to such position effective October 30, 2025. In his role Mr. Alcobi oversees sales, marketing, product strategy, and business development. Mr. Alcobi brings over 25 years of senior level management experience with both private and public industrial technology businesses to his new role. Mr. Alcobi held significant leadership positions at notable semiconductor test and industrial technology companies. Mr. Alcobi served as CEO at Highcon,2024 to October, 2025. From 2022 to 2024 Mr. Alcoby served as CEO at XJet Ltd, before that Mr. Alcobi served as President, PCB Division, KLA from 2018 until 2022. Mr. Alcobi holds a BSc in Mechanical Engineering from the ~~Chief~~Technion ~~Executive~~– ~~Officer~~Israel Institute of Technology, ~~Chief~~and ~~Financial~~an ~~Officer~~Executive MBA from Haifa University, as well as having completed executive programs at Stanford Graduate School of Business and ~~Principal~~the ~~Accounting~~Technion ~~Officer~~Institute orof ~~Controller~~Management.

~~•Corporate~~Rafi ~~Governance~~Ouzan ~~Principles~~is our Chief Operating Officer. Mr. Ouzan was appointed by the Board of Directors to such position effective October 30, 2025. In his new role Mr. Ouzan is responsible for overseeing and integrating the company’s operations, including quality management and supply chain optimization across all manufacturing sites. Mr. Ouzan, served as the Senior Vice President and Division Head of Weighing Solutions at VPG between 2022 to 2025, brings more than 30 years of management experience to this new role. Previously, between 2008 to 2021, Mr. Ouzan served as VPG’s Vice President of the Force Sensors Division. Before that Mr. Ouzan was with Vishay Intertechnology where he served as Vice President, Force Sensors Division and held various positions including as Vice President, Operations and Operations Manager, Load Cell Division. Mr. Ouzan holds a bachelor's degree in material engineering and an MBA, each, from Ben-Gurion University.

~~•Policy~~Company ~~Regarding~~Information ~~Qualifications~~and ~~of Directors~~Website

~~•Anti-Bribery~~We began filing annual, quarterly, and ~~Anti~~current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after our spin-~~Corruption~~off ~~Policy~~from Vishay Intertechnology on July 6, 2010. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov.

~~•Supplier~~In ~~Code~~addition, our company website can be found on the Internet at www.vpgsensors.com. The website contains information about us and our operations. Copies of ~~Conduct~~each of our filings with the SEC including those on Form 10-K, Form 10-Q, Form 8-K, our proxy statements, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC. To view the reports, access http://ir.vpgsensors.com and click on “Financials”/ “SEC Filings.”

- 1112 -

~~•Information~~ Table ~~Security~~of ~~Report~~Contents

~~•By-Laws~~The offollowing ~~Vishay~~corporate ~~Precision~~governance related ~~Group~~documents ~~Inc.~~and policies, as may be amended from time to time, are also available on our website:

•~~Insider~~ ~~Trading~~Compensation ~~Policy~~Committee Charter

•~~Dodd-Frank~~ ~~Clawback~~Nominating ~~Policy.~~and Corporate Governance Committee Charter

To• ~~view~~Audit ~~these~~Committee ~~documents, access http://ir.vpgsensors.com and click on “Sustainability-Governance” and then on “Governance” and then on "Governance Documents."~~Charter

To• ~~view~~Global ~~our~~Code ~~Ethics~~of ~~Program~~Business ~~Reporting~~Conduct ~~Procedures,~~and ~~access http:/www.vpgsensors.com/~~Ethics

We• ~~are~~Code ~~not~~of ~~incorporating~~Ethics byApplicable ~~reference~~to ~~into~~the ~~this~~Chief ~~Annual~~Executive ~~Report~~Officer, onChief ~~Form~~Financial ~~10-K~~Officer, ~~any~~and ~~material~~Principal ~~from~~Accounting ~~our~~Officer ~~website.~~or Controller

~~Any~~• ofCorporate ~~the~~Governance ~~above documents can also be obtained in print by any stockholder, upon written request to our Investor Relations Department at the following address:~~Principles

~~Corporate~~• ~~Investor~~Policy ~~Relations~~Regarding Qualifications of Directors

~~Vishay~~• ~~Precision~~Anti-Bribery ~~Group,~~and ~~Inc.~~Anti-Corruption Policy

3• ~~Great~~Supplier ~~Valley~~Code ~~Parkway,~~of ~~Suite~~Conduct ~~150~~• VPG Independent Director Stock Ownership Guidelines • Corporate Social Responsibility and Involvement Policy

~~Malvern,~~• PAInformation ~~19355~~Security Report

• By-Laws 12of -Vishay Precision Group Inc.

~~Item~~• ~~1A.~~Insider ~~RISK~~Trading ~~FACTORS~~Policy

~~You~~• ~~should carefully consider the following risks and other information in this Form 10~~Dodd-KFrank inClawback ~~evaluating our company and common stock~~Policy. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations or financial condition, and could also adversely affect the trading price of our common stock.

~~Risks~~To ~~Related~~view tothese ~~Our~~documents, ~~Business~~access http://ir.vpgsensors.com and click on “Sustainability-Governance” and then on “Governance” and then on "Governance Documents."

ATo ~~shortage~~view ~~of qualified labor could have a material adverse effect on~~ our ~~business~~Ethics ~~and~~Program ~~results~~Reporting ofProcedures, ~~operations~~access http:/www.vpgsensors.com/Ethics

~~Labor~~We isare anot ~~significant~~incorporating component of operating our business. A number of factors may adversely affect the labor force available to us or increase labor costs, including general macroeconomic conditions, high employment levels, federal unemployment subsidies, increased wages offered by ~~other~~reference ~~employers,~~into ~~vaccine~~this ~~mandates~~Annual ~~and~~Report ~~other government regulations, and our responses thereto. Outside suppliers that we rely~~ on ~~have~~Form ~~also~~10-K ~~experienced~~any ~~shortages of qualified labor. A prolonged shortage of qualified labor could, among other things, decrease our ability to effectively produce and meet customer demand, and could have a~~ material ~~adverse~~from ~~effect on~~ our ~~business and results of operations~~website.

WeAny ~~face~~of ~~intense~~the ~~competition~~above documents can also be obtained in print by any stockholder, upon written request to our ~~business.~~Investor Relations Department at the following address:

WeCorporate ~~face~~Investor various degrees and types of competition throughout the world in our different businesses. We are a leading supplier of foil resistors and foil strain gages. Foil resistors and foil strain gages are also produced by competitors, principally located in China. We believe that our products provide superior performance relative to our competitors, but that could change if our competitors succeed in developing and introducing innovative competitive offerings. Also, our foil strain gages compete with other types of strain gages, such as semiconductor strain gages, which we do not manufacture. We believe that other types of strain gages are not as reliable or stable as our foil strain gages, but that could change as the technology for these other products continues to evolve. If our competitors are able to improve the quality, performance, or pricing of their products relative to our offerings, our results of operations could be adversely affected.Relations

~~The~~Vishay ~~market~~Precision for transducer/load cell products is highly fragmented and very competitive. Our load cell modules and systems face competition from numerous other load cell module and systems manufacturers. Competition for modules and systems is most often based on customer relationshipsGroup, ~~product reliability, technical performance, and the ability to anticipate and satisfy customer needs for specific design configurations~~Inc. Many other manufacturers have more experience in particular geographic markets and specific applications than we do, and may be better positioned to compete in these areas. We cannot assure you that we will be able to successfully grow our business in the face of these competitive challenges.

To 851 ~~remain~~Duportail ~~successful~~Road, ~~we must continue to innovate~~2nd Floor, ~~and our investments in new technologies may not prove successful.~~

~~Our future operating results depend on our ability to continually develop~~ Chesterbrook, ~~introduce,~~PA and market new and innovative products, to modify existing products, to respond to technological change, and to customize certain products to meet customer requirements. There are numerous risks inherent in this process, including the risks that we will be unable to anticipate the direction of technological change, that customers may be unwilling, or unable, to adopt the new products or methods of using them, that we will be unable to develop and market new products and applications in a timely fashion to satisfy customer demands, or that such products will experience quality or other qualification issues with our customers as they, and we, gain experience with qualifying them and using them. If this occurs, we could lose customers and experience adverse effects on our financial condition and results of operations.19087

We - ~~may~~13 ~~not be successful in future acquisitions or other strategic transaction endeavors, if any, which could have an adverse effect on our business and results of operations.~~-

~~Historically,~~ Table ~~we expanded our business in part by completing acquisitions, and we expect that an important element~~ of our business strategy will continue to be expansion through acquisition. We cannot assure that we will identify, have the financial capabilities to execute, and/or successfully complete strategic transactions with suitable partners in the future. We also cannot assure that any such transactions that we do complete in the future will be successful.Contents

~~Such~~Item ~~transactions~~1A. ~~involve~~RISK ~~a number of risks, including the following:~~ FACTORS

~~•we~~You ~~may~~should ~~incur~~carefully ~~substantial~~consider ~~costs,~~the ~~including~~following ~~advisory~~risks ~~fees~~and other information in this Form 10-K in evaluating our company and ~~diversion~~common stock. Any of ~~management~~the ~~attention~~following risks, inas ~~evaluating~~well aas ~~potential~~additional ~~transaction~~risks and uncertainties not currently known to us or that we currently deem immaterial, ~~whether~~could materially and adversely affect our business, results of operations or ~~not~~financial condition, and could also adversely affect the ~~transaction~~trading isprice ~~consummated;~~of our common stock.

~~•we~~Risks ~~may~~Related ~~be unable~~ to ~~achieve~~Our ~~the anticipated benefits from the transaction;~~ Business

~~•we~~A ~~may~~shortage ~~have~~of ~~difficulty~~qualified ~~integrating~~labor ~~the~~could ~~operations,~~have ~~personnel~~a ~~and~~material ~~culture~~adverse ofeffect anon ~~acquired~~our business, and ~~may~~results ~~have difficulty retaining the key personnel~~ of ~~the acquired business;~~ operations.

~~•we~~Labor ~~may~~is ~~have~~a ~~difficulty~~significant ~~enforcing~~component ~~restrictive~~of ~~covenants~~operating ~~against~~our ~~the~~business. ~~seller~~A number of factors may adversely affect the ~~acquired~~labor ~~business~~force oravailable ~~former~~to ~~employees~~us or increase labor costs, including general macroeconomic conditions, high employment levels, federal unemployment subsidies, increased wages offered by other ~~personnel~~employers, vaccine mandates and other government regulations, and our responses thereto. Outside suppliers that we rely on have also experienced shortages of ~~the~~qualified ~~acquired~~labor. A prolonged shortage of qualified labor could, among other things, decrease our ability to effectively produce and meet customer demand, and could have a material adverse effect on our business; and results of operations.

-We 13face -intense competition in our business.

•We face various degrees and types of competition throughout the world in our different businesses. We are a leading supplier of foil resistors and foil strain gages. Foil resistors and foil strain gages are also produced by competitors, principally located in China. We believe that our products provide superior performance relative to our competitors, but that could change if our competitors succeed in developing and introducing innovative competitive offerings. Also, our foil strain gages compete with other types of strain gages, such as semiconductor strain gages, which we ~~may~~do ~~have~~not ~~difficulty~~manufacture. ~~incorporating~~We ~~acquired~~believe ~~technologies~~that other types of strain gages are not as reliable or stable as our foil strain gages, but that could change as the technology for these other products ~~into~~continues to evolve. If our ~~existing~~competitors ~~solutions;~~are able to improve the quality, performance, or pricing of their products relative to our offerings, our results of operations could be adversely affected.

~~•our~~The ~~ongoing~~market ~~business~~for transducer/load cell products is highly fragmented and ~~management's~~very ~~attention~~competitive. ~~may~~Our beload ~~disrupted~~cell ormodules ~~diverted~~and bysystems ~~transition~~face orcompetition ~~integration~~from ~~issues~~numerous other load cell module and systems manufacturers. Competition for modules and systems is most often based on customer relationships, product reliability, technical performance, and the ~~complexity~~ability ofto ~~managing~~anticipate ~~geographically~~and satisfy customer needs for specific design configurations. Many other manufacturers have more experience in particular geographic markets and ~~culturally~~specific ~~diverse~~applications ~~locations;~~than we do, and may be better positioned to compete in these areas. We cannot assure you that we will be able to successfully grow our business in the face of these competitive challenges.

~~•we~~To ~~may~~remain ~~lose~~successful, ~~customers~~we ofmust ~~those~~continue ~~companies~~to innovate, orand ~~may lose~~ our ~~customers~~investments ~~due to the change~~ in ~~control~~new ortechnologies ~~for~~may ~~other~~not ~~reasons.~~prove successful.

~~The~~Our ~~factors~~future ~~noted~~operating ~~above~~results ~~could~~depend ~~have~~on aour ~~material~~ability ~~adverse~~to ~~effect~~continually ondevelop, ~~our~~introduce, ~~business~~and market new and innovative products, ~~results~~to ofmodify ~~operations~~existing products, to respond to technological change, and ~~financial~~to ~~condition~~customize orcertain ~~cash~~products ~~flows,~~to ~~particularly~~meet customer requirements. There are numerous risks inherent in ~~the~~this ~~case~~process, ofincluding athe ~~larger~~risks ~~acquisition.~~that ~~From~~we ~~time~~will be unable to ~~time~~anticipate the direction of technological change, wethat customers may ~~enter~~be ~~into~~unwilling, ~~negotiations~~or ~~for~~unable, ~~acquisitions~~to adopt the new products or ~~investments~~methods of using them, that ~~are~~we ~~not~~will ~~ultimately~~be ~~consummated.~~unable ~~These~~to ~~negotiations~~develop ~~could~~and ~~result~~market new products and applications in ~~significant~~a ~~diversion~~timely offashion ~~management~~to ~~time~~satisfy customer demands, asor ~~well~~that such products will experience quality or other qualification issues with our customers as ~~out-~~they, and we, gain experience with qualifying them and using them. If this occurs, we could lose customers and experience adverse effects on our financial condition and results of~~-pocket~~ ~~costs~~operations.

~~Future~~We ~~acquisitions~~ may ~~require~~not usbe tosuccessful ~~incur~~in future acquisitions or ~~issue~~other ~~additional~~strategic ~~indebtedness~~transaction orendeavors, ~~issue~~if ~~additional~~any, ~~equity~~which could have an adverse effect on our business and results of operations.

IfHistorically, we ~~were~~expanded toour ~~undertake~~business ~~future substantial acquisitions for cash, these acquisitions would likely need to be financed~~ in part ~~through~~by ~~bank~~completing ~~borrowings~~acquisitions, orand ~~the~~we ~~issuance~~expect ofthat ~~public~~an orimportant ~~private~~element ~~debt.~~of ~~This~~our ~~acquisition~~business ~~financing~~strategy ~~would~~will ~~likely~~continue ~~adversely~~to ~~affect~~be ~~certain~~expansion ~~credit~~through ~~metrics~~acquisition. ~~Our~~We ~~revolving~~cannot ~~credit~~assure ~~facilities~~that ~~require~~we uswill toidentify, ~~obtain~~have the ~~lenders’~~financial ~~consent~~capabilities ~~for~~to ~~certain~~execute, ~~additional~~and/or ~~debt~~successfully ~~financing~~complete ~~and~~strategic totransactions ~~comply~~ with ~~other~~suitable ~~covenants,~~partners ~~including~~in the ~~application of specific financial ratios~~future. We also cannot assure that ~~the~~any ~~necessary~~such ~~acquisition~~transactions ~~financing~~that ~~would be available to us on acceptable terms, if and when, required. If~~ we ~~were~~do tocomplete ~~make~~in ~~an acquisition with equity,~~ the ~~acquisition~~future ~~may~~will ~~have~~be ~~a dilutive effect on the interests of the holders of our common stock~~successful.

We - ~~may~~14 ~~experience difficulties, delays, or unexpected costs in completing our cost reduction programs.~~-

To Table ~~remain~~of competitive, particularly when business conditions are difficult, from time to time we take steps to reduce our cost structure by restructuring our existing businesses to achieve efficiencies, eliminate redundant functions, facilities and staff positions, and move operations, where possible, to reduce labor or other costs. Contents

WeSuch ~~may~~transactions ~~not~~involve ~~realize,~~a innumber ~~full or in part, the anticipated benefits~~ of ~~these programs without encountering difficulties~~risks, ~~which~~including ~~may include complications in~~ the transfer of production knowledge, loss of key employees and/or customers, and the disruption of ongoing business. Any of these difficulties could delay and/or undermine our ability to realize the benefits of these cost reduction programs, as well as potentially adversely affecting our customer relationships and operations.following:

~~Our~~• ~~business is cyclical, and in periods of increased economic strength,~~ we may ~~experience~~incur ~~greater~~substantial ~~than~~costs, ~~expected~~including ~~demand~~advisory ~~for~~fees ~~our products. If our cost reduction programs~~ and ~~related~~diversion ~~restructuring~~of ~~result~~management attention, in usevaluating ~~not being able to satisfy our customer’s demand for products during~~ a ~~rising~~potential ~~economy~~transaction, ~~and~~whether ~~our competitors sufficiently expand production, we could lose customers and/~~or ~~market~~not ~~share.~~the ~~These~~transaction ~~losses~~is ~~could have an adverse effect on our operations, financial condition, and results of operations.~~consummated;

We• we may ~~encounter~~be ~~difficulties~~unable into achieve the ~~implementation~~anticipated orbenefits ~~operation~~from ofthe ~~new enterprise resource planning systems.~~transaction;

We• ~~have~~we implemented, and continue to implement, new enterprise resource planning (“ERP”) systems in different parts of our business. ERP systems are integral to our ability to accurately and efficiently manage our manufacturing and sales activities, and provide critical business information to management. The implementation of an ERP system may ~~cause~~have usdifficulty tointegrating ~~incur~~the ~~additional costs~~operations, ~~shipment~~personnel ~~delays,~~ and ~~related~~culture customer dissatisfaction; expend employee (including Company management) time and attention; and otherwise burden our internal resources. Any difficulties we encounter with the implementation or successful operation of an ~~ERP~~acquired ~~system could damage the effectiveness of our~~ business ~~processes and could adversely impact our ability to accurately and effectively forecast and manage sales demand~~, ~~manage our supply chain,~~ and ~~report~~may ~~management~~have ~~information~~difficulty onretaining anthe ~~accurate~~key ~~and~~personnel ~~timely basis, any~~ of ~~which~~the ~~could~~acquired ~~have a material adverse effect on our~~ business ~~and results of operations.~~ ;

~~Our~~• ~~success~~we ismay ~~dependent~~have ~~upon~~difficulty ~~our~~enforcing ~~ability~~restrictive tocovenants ~~protect~~against ~~our~~the ~~proprietary~~seller ~~technology~~of ~~and~~the acquired business or former employees or other ~~intellectual~~personnel ~~property.~~of the acquired business;

We• ~~rely~~we onmay ahave ~~combination~~difficulty ofincorporating ~~the~~acquired ~~protections~~technologies ~~provided~~or byproducts applicable patent, trademark, copyright, and trade secret laws, as well as on confidentiality procedures and other contractual arrangements, to establish and protect our rights in our technology, and related materials and information. We enter into ~~agreements with~~ our ~~customers~~existing and distributors. These agreements contain confidentiality and non-disclosure provisions, a limited warranty covering our products, and indemnification for the customer from infringement actions related to our products. solutions;

~~Despite~~• our ~~efforts,~~ongoing itbusiness ~~may~~and bemanagement's ~~possible~~attention ~~for~~may ~~others~~be todisrupted ~~copy~~or ~~portions~~diverted ofby ~~our~~transition ~~products,~~or ~~reverse~~integration ~~engineer them~~issues, ~~or obtain~~ and use information that we regard as proprietary, all of which could adversely affect our competitive position. Furthermore, there can be no assurance that our competitors will not independently develop technology similar to ours. The laws of certain countries in which we manufacture do not protect our intellectual property (“IP”) rights to the ~~same~~complexity ~~extent as the laws~~ of ~~the~~managing ~~United~~geographically ~~States. In the Office of the United States Trade Representative (“USTR”) annual “Special 301” Report released in April 2024, the adequacy~~ and ~~effectiveness~~culturally ofdiverse ~~intellectual~~locations; ~~property protection in a number of foreign countries were analyzed.~~ and

A• ~~number of countries in which~~ we ~~manufacture~~may orlose docustomers ~~business~~of inthose ~~are identified in the report as being on the Priority Watch List~~companies, ~~such as China and India,~~ or ~~the~~may ~~Watch~~lose ~~List,~~our ~~such~~customers asdue ~~Canada~~to ~~and Mexico. Among~~ the ~~concerns~~change ~~reported~~in ~~were~~control ~~trade~~or ~~secret~~for ~~theft,~~other ~~online piracy and counterfeiting, technology transfer requirements, and inadequate intellectual property protections and~~ reasons.

-The 14factors noted above could have a material adverse effect on our business, results of operations, and financial condition or cash flows, particularly in the case of a larger acquisition. From time to time, we may enter into negotiations for acquisitions or investments that are not ultimately consummated. These negotiations could result in significant diversion of management time, as well as out-of-pocket costs.

~~enforcement.~~Future ~~The~~acquisitions ~~absence~~may ofrequire ~~harmonized~~us ~~intellectual property protection laws and effective enforcement makes it difficult~~ to ~~ensure~~incur ~~consistent~~or ~~respect~~issue ~~for~~additional ~~patent,~~indebtedness ~~trade~~or ~~secret,~~issue ~~and~~additional ~~other intellectual property rights on a worldwide basis~~equity. ~~As a result, it is possible that we will not be able to enforce our rights against third parties that misappropriate our proprietary technology in those countries.~~

~~The~~If ~~success~~we were to undertake future substantial acquisitions for cash, these acquisitions would likely need to be financed in part through bank borrowings, or the issuance of ~~our~~public ~~business~~or isprivate ~~highly~~debt. ~~dependent~~This onacquisition ~~maintenance~~financing would likely adversely affect certain credit metrics. Our revolving credit facilities require us to obtain the lenders’ consent for certain additional debt financing and to comply with other covenants, including the application of ~~intellectual~~specific ~~property~~financial ~~rights~~ratios. We cannot assure that the necessary acquisition financing would be available to us on acceptable terms, if and when, required. If we were to make an acquisition with equity, the acquisition may have a dilutive effect on the interests of the holders of our common stock.

~~The~~We ~~unauthorized use of our IP rights~~ may ~~increase~~experience ~~the cost of protecting these rights or reduce our revenues. We seek to protect trade secrets and our other proprietary technology~~difficulties, ~~in part~~delays, byor ~~requiring~~unexpected ~~each~~costs of our employees to enter into non-disclosure and IP assignment agreements. In these agreements, the employee agrees to maintain the confidentiality of all of our proprietary information and, subject to certain exceptions, to assign to us all rights in ~~any~~completing ~~proprietary information or technology made, or contributed, by the employee during his or her employment. Generally, we do not enter into non-compete arrangements with~~ our ~~employees,~~cost ~~with~~reduction ~~the exception of certain executives, senior managers and, in some cases, one or more of the principals of the businesses that we acquire~~programs.

~~All~~To ofremain ~~these types of agreements may be breached or be found unenforceable (including in light of potential regulations proposed by the United States Federal Trade Commission)~~competitive, ~~and~~particularly wewhen ~~may~~business ~~not~~conditions ~~have~~are ~~an adequate remedy for any such breach of~~difficult, orfrom ~~inability~~time to ~~enforce,~~time ~~these~~we ~~agreements.~~take Westeps ~~may initiate, or be subject~~ to, ~~claims~~reduce orour ~~litigation~~cost ~~for~~structure ~~infringement~~by ofrestructuring ~~proprietary~~our ~~rights,~~existing orbusinesses to ~~establish~~achieve ~~the~~efficiencies, ~~validity~~eliminate ofredundant ~~our proprietary rights~~functions, ~~which~~facilities ~~could~~and ~~result~~staff inpositions, ~~significant~~and ~~expense~~move ~~to us~~operations, ~~cause~~where ~~product shipment delays~~possible, ~~require us~~ to ~~enter~~reduce ~~royalty~~labor or ~~licensing~~other ~~agreements, and divert the efforts of our technical and management personnel from productive tasks, whether or not such litigation were determined in our favor~~costs.

We may benot ~~exposed~~realize, toin ~~product~~full ~~liability~~or ~~claims~~in part, the anticipated benefits of these programs without encountering difficulties, which may include complications in the transfer of production knowledge, loss of key employees and/or customers, and the disruption of ongoing business. Any of these difficulties could delay and/or undermine our ability to realize the benefits of these cost reduction programs, as well as potentially adversely affecting our customer relationships and operations.

~~While~~Our ~~our~~business ~~agreements~~is ~~with~~cyclical, ~~our customers~~ and ~~distributors~~in ~~typically~~periods ~~contain~~of ~~provisions~~increased ~~designed~~economic tostrength, ~~limit~~we ~~our~~may ~~exposure~~experience togreater ~~potential~~than ~~material~~expected ~~product~~demand ~~liability~~for ~~claims,~~our ~~including~~products. ~~appropriate~~If ~~warranty,~~our ~~indemnification,~~cost ~~damages~~reduction ~~waiver,~~programs and ~~limitation~~related ofrestructuring ~~liability~~result ~~provisions,~~in itus ~~is possible that such provisions may~~ not bebeing ~~effective~~able ~~under~~to ~~the~~satisfy ~~laws~~our ofcustomer’s ~~some~~demand ~~jurisdictions,~~for ~~thus~~products ~~exposing~~during usa torising ~~substantial liability. Moreover~~economy, ~~defending~~and aour ~~suit,~~competitors ~~regardless~~sufficiently ofexpand ~~its merits~~production, we could ~~entail~~lose ~~substantial~~customers ~~expense,~~ and/or ~~require~~market ~~the~~share. ~~time~~These ~~and~~losses ~~attention~~could ofhave ~~key~~an ~~management~~adverse ~~personnel.~~effect Ifon ~~product~~our ~~liability~~operations, ~~claims~~financial ~~are brought against us~~condition, ~~the~~and ~~costs associated with defending such claims may adversely affect our~~ results of operations ~~and future cash flows~~.

We ~~must~~may ~~expend~~encounter ~~significant~~difficulties ~~resources~~in tothe ~~obtain~~implementation ~~design~~or ~~wins~~operation ~~without~~of ~~assurance~~new ~~that~~enterprise weresource ~~will~~planning ~~be successful~~systems.

InWe ~~many~~have ~~cases~~implemented, weand ~~must~~continue ~~initiate~~to ~~communication~~implement, ~~with~~new ~~our~~enterprise ~~customers,~~resource ~~and~~planning ~~convince~~(“ERP”) ~~the~~systems ~~customer~~in ~~that~~different parts of our ~~products~~business. ~~and~~ERP systems ~~will~~are ~~offer~~integral ~~solutions~~to ~~for~~our ~~its~~ability ~~business~~to ~~that~~accurately ~~are~~and ~~technically~~efficiently ~~superior~~manage our manufacturing and ~~more~~sales ~~cost~~activities, ~~effective~~and ~~compared~~provide tocritical ~~their~~business ~~existing~~information ~~arrangements~~to management. ToThe doimplementation soof an ERP system may cause us to incur additional costs, weshipment ~~must~~delays, ~~often~~and related customer dissatisfaction; expend ~~significant~~employee ~~financial~~(including Company management) time and ~~human~~attention; and otherwise burden our internal resources. toAny ~~develop~~difficulties ~~technologically~~we ~~compelling~~encounter ~~products~~with the implementation or ~~systems~~successful ~~with~~operation noof ~~guarantee~~an ~~that~~ERP ~~they~~system ~~will~~could bedamage ~~adopted~~the byeffectiveness of our ~~customers.~~business ~~The~~processes ~~non-recurring~~and ~~engineering~~could ~~(“NRE”)~~adversely ~~costs~~impact ~~for~~our ~~product~~ability ~~development~~to inaccurately ~~these~~and ~~cases~~effectively ~~could~~forecast beand ~~substantial~~manage sales demand, manage our supply chain, and ~~may~~report ~~adversely~~management ~~affect~~information ~~our~~on ~~profitability~~an ifaccurate weand ~~are~~timely ~~unable~~basis, toany ~~recover~~of ~~these~~which ~~costs~~could have a material adverse effect on our business and results of operations.

~~Also, customers will often require a lengthy period of on~~ -~~site~~ ~~testing~~15 before committing to purchase a product or system, during which period we will not receive material revenue from the customer. While a design win for our products and systems may result in a long period of recurring revenue during which we hope to recover our costs, we must often internally finance our development costs over significant time periods. If our products or systems fail to gain acceptance with our customers, we will be forced to absorb any NRE costs, which could adversely affect our business if these costs are substantial.-

~~The~~ Table ~~long development times for certain~~ of ~~our products and systems may result in unpredictable fluctuations in revenue and results of operations.~~ Contents

Our ~~Weighing~~success ~~Solutions~~is ~~products~~dependent ~~and~~upon ~~Measurement~~our ~~Systems~~ability ~~products often have long product development cycles, both~~ to ~~develop~~protect ~~the~~our ~~product~~proprietary ortechnology ~~system~~ and toother ~~secure~~intellectual ~~customer acceptance following what may be a lengthy on-site testing period~~property. During product development and testing, we may incur substantial costs without corresponding revenues. If our custom product or system is ultimately accepted by the customer, we may then begin to realize substantial revenues from our development efforts.

InWe ~~particular,~~rely ~~our~~on ~~Measurement~~a ~~Systems~~combination ~~business~~of ~~segment~~the ~~which~~protections ~~produces~~provided ~~highly~~by ~~specialized~~applicable ~~systems~~patent, ~~can~~trademark, becopyright, ~~priced~~and ~~for~~trade ~~ten~~secret ~~thousand~~laws, ~~dollars~~as towell $1as ~~million~~on orconfidentiality ~~more~~procedures ~~per~~and ~~unit,~~other socontractual ~~that~~arrangements, ~~a contract~~ to ~~acquire~~establish ~~one~~and orprotect ~~more units can materially contribute to~~ our ~~revenues~~rights ~~during~~in ~~the period or periods that we are permitted to recognize the contract revenues for accounting purposes. The nature of~~ our ~~measurement systems business segments~~technology, and inrelated ~~particular,~~materials ~~the products~~ and ~~systems~~information. ~~manufactured~~We ~~for~~enter ~~the~~into ~~steel~~agreements ~~industry,~~with ~~may therefore result in substantial fluctuations in~~ our ~~operating~~customers ~~results, including revenues~~ and ~~profitability,~~distributors. ~~from~~These ~~period~~agreements tocontain ~~period,~~confidentiality ~~even~~and ~~though~~non-disclosure ~~there has been no fundamental change in our business or its prospects. Further~~provisions, ~~customers may request~~ a ~~delay~~limited inwarranty ~~shipping~~covering aour ~~product they have ordered due to changes in their business needs~~products, ~~which~~and ~~may~~indemnification ~~delay the revenue recognition~~ for the ~~product~~customer ~~until~~from ~~shipment~~infringement ~~occurs.~~actions ~~This~~related ~~may make it difficult for investors~~ to ~~undertake period-to-period comparisons of~~ our ~~performance~~products. ~~Also, the fluctuating nature of key components of our revenues may limit the visibility of our~~

-Despite 15our -efforts, it may be possible for others to copy portions of our products, reverse engineer them, or obtain and use information that we regard as proprietary, all of which could adversely affect our competitive position. Furthermore, there can be no assurance that our competitors will not independently develop technology similar to ours. The laws of certain countries in which we manufacture do not protect our intellectual property (“IP”) rights to the same extent as the laws of the United States. In the Office of the United States Trade Representative (“USTR”) annual “Special 301” Report released in April 2024, the adequacy and effectiveness of intellectual property protection in a number of foreign countries were analyzed.

~~management~~A ~~regarding~~number ~~performance~~of countries in ~~future~~which ~~periods~~we manufacture or do business in are identified in the report as being on the Priority Watch List, such as China and ~~make~~India, itor ~~more~~the Watch List, such as Canada and Mexico. Among the concerns reported were trade secret theft, online piracy and counterfeiting, technology transfer requirements, and inadequate intellectual property protections and enforcement. The absence of harmonized intellectual property protection laws and effective enforcement makes it difficult to ensure consistent respect for ~~our~~patent, ~~management~~trade tosecret, ~~provide~~and ~~guidance~~other intellectual property rights on a worldwide basis. As a result, it is possible that we will not be able to enforce our ~~investors.~~rights against third parties that misappropriate our proprietary technology in those countries.

WeThe ~~may~~success ~~not~~of ~~have~~our ~~adequate~~business ~~manufacturing~~is ~~capacity~~highly todependent ~~satisfy~~on ~~future~~maintenance ~~increases~~of inintellectual ~~demand~~property ~~for our products~~rights.

~~Our~~The ~~business~~unauthorized isuse ~~cyclical~~of ~~and~~our inIP ~~periods~~rights ofmay aincrease ~~rising~~the ~~economy,~~cost weof ~~may~~protecting ~~experience~~these ~~greater~~rights ~~than~~or ~~expected~~reduce ~~demand for~~ our ~~products~~revenues. ~~During~~We ~~such~~seek ~~periods,~~to weprotect ~~may~~trade ~~have~~secrets ~~difficulty~~and ~~expanding~~ our ~~manufacturing~~other ~~capacity~~proprietary totechnology, ~~satisfy~~in ~~demand.~~part, ~~Factors~~by ~~which~~requiring ~~could~~each ~~limit~~of ~~such~~our ~~expansion~~employees ~~include~~to ~~delays~~enter ininto ~~procurement~~non-disclosure ofand ~~manufacturing~~IP ~~equipment,~~assignment ~~shortages~~agreements. ofIn ~~skilled~~these ~~personnel~~agreements, ~~and~~the ~~physical~~employee ~~constraints~~agrees onto ~~expansion~~maintain atthe ~~our~~confidentiality ~~facilities.~~of Ifall weof ~~are unable to meet~~ our ~~customers’~~proprietary ~~requirements~~information and, ~~our~~subject ~~competitors~~to ~~sufficiently~~certain ~~expand production~~exceptions, weto ~~could~~assign ~~lose~~to ~~customers~~us ~~and/or~~all ~~market~~rights ~~share.~~in ~~These~~any ~~losses~~proprietary ~~could~~information ~~have~~or antechnology ~~adverse~~made, ~~effect~~or oncontributed, ~~our~~by ~~financial~~the ~~condition~~employee ~~and~~during ~~results~~his ofor ~~operations~~her employment. ~~Also~~Generally, ~~capacity that~~ we ~~add~~do ~~during~~not ~~upturns~~enter ininto ~~the~~non-compete ~~business~~arrangements ~~cycle~~with ~~may~~our ~~result~~employees, inwith ~~excess~~the ~~capacity~~exception ~~during~~of ~~periods~~certain ~~when~~executives, ~~demand~~senior ~~for~~managers ~~our~~and, ~~products~~in ~~recedes~~some cases, ~~resulting~~one inor ~~inefficient~~more ~~use~~of the principals of ~~capital,~~the ~~adversely~~businesses ~~affecting~~that ~~our~~we ~~business~~acquire.

~~The~~All ~~nature~~of these types of agreements may be breached or be found unenforceable (including in light of potential regulations proposed by the ~~market~~United States Federal Trade Commission), and we may not have an adequate remedy for ~~our~~any ~~products~~such breach of, or inability to enforce, these agreements. We may ~~render~~initiate, ~~them~~or ~~particularly~~be ~~susceptible~~subject to, ~~downturns~~claims or litigation for infringement of proprietary rights, or to establish the validity of our proprietary rights, which could result in significant expense to us, cause product shipment delays, require us to enter royalty or licensing agreements, and divert the ~~economic~~efforts ~~environment~~of our technical and management personnel from productive tasks, whether or not such litigation were determined in our favor.

~~Our~~We ~~products~~may ~~are~~be ~~designed~~exposed to ~~replace and provide superior functionality over existing~~ product ~~infrastructure~~liability ~~utilized by our customers~~claims. Often, it is only after introductory demonstrations by our sales and engineering teams that our customers come to appreciate the advantages of our products and systems, and the long-term benefits of their adoption. An economic downturn or extended period of economic uncertainty may make customers less receptive to adopting new technological solutions at our suggestion - even ones with demonstrated operational and financial advantages. During these periods, customers may defer, or even cancel, orders for products and systems for which they have previously contracted, or given indications of interest.

~~Also,~~While ~~because~~our agreements with our ~~business~~customers isand ~~concentrated~~distributors ~~largely~~typically incontain ~~the~~provisions ~~industrial~~designed ~~sector~~to limit our exposure to potential material product liability claims, weincluding doappropriate warranty, indemnification, damages waiver, and limitation of liability provisions, it is possible that such provisions may not ~~benefit~~be ~~from~~effective ~~countervailing~~under ~~fluctuations~~the inlaws ~~consumer~~of ~~demand~~some jurisdictions, thus exposing us to substantial liability. AsMoreover, defending a ~~result~~suit, ~~our~~regardless ~~business~~of ~~may~~its bemerits, ~~more~~could ~~significantly~~entail ~~affected~~substantial byexpense, and require the ~~consequences~~time and attention of akey ~~general~~management ~~economic~~personnel. ~~slowdown~~If ~~than~~product ~~other~~liability ~~segments~~claims ofare ~~our~~brought ~~industry~~against us, ~~and~~the ~~may~~costs ~~also~~associated ~~take~~with ~~longer~~defending tosuch ~~recover~~claims ~~from~~may ~~the~~adversely ~~effects~~affect our results of aoperations ~~slowdown~~and future cash flows.

~~Our~~We ~~backlog~~must isexpend ~~subject~~significant resources to ~~customer~~obtain ~~cancellation.~~design wins without assurance that we will be successful.

~~Many~~In ofmany ~~the~~cases, ~~orders~~we ~~that~~must ~~comprise~~initiate communication with our ~~backlog~~customers, ~~may~~and beconvince ~~canceled~~the bycustomer that our ~~customers~~products ~~without~~and ~~penalty.~~systems ~~Our~~will ~~customers,~~offer ~~particularly~~solutions for ~~our~~its ~~sensors~~business ~~segment~~that ~~products,~~are ~~often~~technically ~~cancel~~superior ~~orders~~and ~~when~~more ~~business~~cost iseffective ~~weak~~compared ~~and~~to ~~inventories~~their ~~are~~existing ~~excessive,~~arrangements. aTo ~~situation~~do ~~that~~so, we ~~have~~must ~~previously~~often ~~experienced~~expend ~~during~~significant ~~periods~~financial ofand ~~economic~~human ~~slowdown.~~resources ~~Therefore,~~to wedevelop ~~cannot~~technologically becompelling ~~certain~~products ~~that~~or ~~the~~systems ~~amount~~with ofno ~~our~~guarantee ~~backlog~~that ~~accurately~~they ~~forecasts~~will ~~the~~be ~~level~~adopted ofby ~~orders~~our ~~that~~customers. ~~will~~The ~~ultimately~~non-recurring beengineering ~~delivered.~~(“NRE”) ~~Our~~costs ~~results~~for ofproduct ~~operations~~development in these cases could be ~~adversely~~substantial, ~~impacted~~and ifmay ~~customers~~adversely ~~cancel~~affect aour ~~material~~profitability ~~portion~~if ofwe ~~orders~~are inunable ~~our~~to ~~backlog.~~recover these costs.

~~The~~ - ~~complexity~~16 ~~of our sophisticated measurement systems may require costly corrections if design flaws are found.~~ -

~~Our~~ Table ~~measurement systems combine sophisticated electronic hardware and computer software. We believe that the sophistication~~ of our systems contributes to their competitive advantage over similar products offered by other system integrators. We go to substantial lengths to assure that our systems are free of design flaws when they are delivered to our customers for installation and testing. However, due to the systems’ complexity, design flaws may occur and require correction. If the requisite corrections are substantial, or difficult to implement due to the systems’ complexity, we may not be able to recover the costs of correction and retesting, with the result that our profit margins on these systems could be substantially reduced, or even negated by losses, and our results of operations could be materially and adversely affected. Contents

~~Our~~Also, ~~results~~customers ~~are~~will ~~sensitive~~often require a lengthy period of on-site testing before committing to ~~raw~~purchase ~~material~~a ~~availability,~~product ~~quality~~or system, during which period we will not receive material revenue from the customer. While a design win for our products and ~~cost~~systems may result in a long period of recurring revenue during which we hope to recover our costs, we must often internally finance our development costs over significant time periods. If our products or systems fail to gain acceptance with our customers, we will be forced to absorb any NRE costs, which could adversely affect our business if these costs are substantial.

~~Although~~The ~~most~~long ~~materials~~development ~~incorporated~~times infor ~~our products are available from a number of sources,~~ certain ~~materials are available only from a relatively limited number~~ of ~~suppliers.~~our Weproducts ~~generally~~and ~~maintain~~systems amay ~~supply~~result ofin ~~strategic~~unpredictable ~~raw~~fluctuations ~~materials~~in ~~for~~revenue ~~continuity~~ and ~~risk~~results ~~management. Our customers would need significant advance notification to qualify alternative materials, if we had to use them. Alternative suppliers are available worldwide for most~~ of ~~our raw materials, but significant time (up to 12 months) would be required to qualify new suppliers and establish efficient production scheduling~~operations.

~~Certain~~Our ~~metals~~Weighing ~~used~~Solutions inproducts ~~the~~and ~~manufacture~~Measurement ofSystems ~~our~~ products ~~are~~often ~~traded~~have onlong ~~active~~product ~~markets~~development cycles, both to develop the product or system and ~~can~~to secure customer acceptance following what may be ~~subject~~a tolengthy ~~significant~~on-site ~~price~~testing ~~volatility~~period. During product development and ~~sourcing~~testing, ~~challenges~~we may incur substantial costs without corresponding revenues. If our custom product or system is ultimately accepted by the customer, we may then begin to realize substantial revenues from our development efforts.

~~Our~~In ~~results~~particular, ofour ~~operations~~Measurement ~~may~~Systems bebusiness ~~materially~~segment ~~and~~which ~~adversely~~produces ~~affected~~highly ifspecialized wesystems, ~~have~~can ~~difficulty~~be ~~obtaining~~priced ~~certain~~for ~~raw~~ten ~~materials,~~thousand ifdollars ~~the~~to ~~quality~~$1 ofmillion ~~available~~or ~~raw~~more ~~materials~~per ~~deteriorates~~unit, ifso ~~there~~that ~~are~~a ~~significant~~contract ~~price~~to ~~changes~~acquire ~~for~~one ~~these~~or ~~raw~~more ~~materials,~~units orcan ifmaterially ~~compliance~~contribute ~~with~~to our revenues during the ~~laws~~period ~~and~~or ~~regulations~~periods ~~described~~that ~~below~~we ~~proves~~are ~~costly~~permitted ~~and~~to ~~time-consuming.~~recognize ~~For~~the ~~periods~~contract inrevenues ~~which~~for ~~the~~accounting ~~prices~~purposes. The nature of ~~these~~our ~~raw~~measurement ~~materials~~systems ~~are~~business ~~rising~~segments, weand ~~may~~in beparticular, ~~unable~~the toproducts ~~pass~~and onsystems manufactured for the ~~increased~~steel ~~cost~~industry, tomay therefore result in substantial fluctuations in our ~~customers~~operating results, ~~which~~including ~~would~~revenues ~~result~~and inprofitability, ~~decreased~~from ~~margins~~period ~~for~~to ~~the~~period, ~~products~~even inthough ~~which~~there ~~they~~has ~~are~~been ~~used.~~no ~~For~~fundamental ~~periods~~change in ~~which~~our ~~the~~business ~~prices~~or ~~are~~its ~~declining~~prospects. Further, wecustomers may berequest ~~required~~a todelay ~~write~~in ~~down~~shipping ~~our~~a ~~inventory~~product ~~carrying~~they ~~cost~~have ofordered ~~these~~due ~~raw~~to ~~materials,~~changes ~~since~~in wetheir ~~record~~business ~~our~~needs, ~~inventory~~which atmay delay the ~~lower~~revenue ofrecognition ~~cost~~for orthe ~~market~~product until shipment occurs. ~~Depending~~This onmay ~~the~~make ~~extent~~it ofdifficult ~~the~~for ~~difference~~investors ~~between~~to ~~market~~undertake ~~price~~period-to-period ~~and~~comparisons of our ~~carrying~~performance. ~~cost~~Also, ~~this~~the ~~write-down~~fluctuating ~~could~~nature ~~have~~of akey ~~material~~components ~~adverse~~of ~~effect~~our onrevenues ~~our~~may ~~net~~limit ~~earnings.~~the Wevisibility ~~also~~of ~~may~~our management ~~need~~regarding toperformance ~~record~~in ~~losses~~future ~~for~~periods, ~~adverse~~and ~~purchase~~make ~~commitments~~it more difficult for ~~these~~our ~~materials~~management into ~~periods~~provide ofguidance ~~declining~~to ~~prices.~~our investors.

-We 16may -not have adequate manufacturing capacity to satisfy future increases in demand for our products.

~~Pursuant~~Our tobusiness ~~the~~is ~~SEC’s~~cyclical ~~“conflict~~and ~~minerals”~~in ~~rules,~~periods ~~reporting~~of ~~companies~~a ~~that~~rising ~~determine~~economy, ~~that~~we ~~certain~~may ~~metals,~~experience ~~dubbed~~greater ~~“conflict~~than ~~minerals”~~expected bydemand ~~the~~for ~~SEC~~our ~~(which~~products. ~~include~~During ~~tantalum,~~such ~~gold~~periods, ~~tin,~~we ~~and~~may ~~tungsten~~have ~~sourced~~difficulty ~~from~~expanding ~~the~~our ~~Democratic~~manufacturing ~~Republic~~capacity ofto ~~the~~satisfy ~~Congo~~demand. orFactors ~~adjoining~~which ~~countries),~~could ~~are~~limit ~~necessary~~such toexpansion ~~the~~include ~~functionality~~delays orin ~~production~~procurement of amanufacturing ~~product they manufacture~~equipment, orshortages ~~contract~~of toskilled ~~have manufactured~~personnel, ~~must~~and ~~file~~physical aconstraints ~~specialized~~on ~~disclosure~~expansion ~~form~~at ~~with~~our ~~the SEC~~facilities. WeIf ~~use~~we ~~raw materials that~~ are ~~subject~~unable to ~~conflict~~meet ~~minerals~~our ~~rules.~~customers’ ~~The~~requirements ~~compliance~~and ~~with~~our ~~the~~competitors ~~SEC's~~sufficiently ~~related~~expand ~~disclosure~~production, ~~requirements~~we ~~may~~could ~~affect~~lose ~~the~~customers ~~sourcing~~ and/or ~~availability~~market ofshare. ~~minerals~~These ~~used~~losses incould ~~the~~have ~~manufacture~~an ofadverse ~~our~~effect ~~products.~~on ~~Also,~~our ~~because~~financial ~~our~~condition ~~supply~~and ~~chain~~results isof ~~complex~~operations. Also, capacity that we ~~may~~add ~~face~~during ~~reputational~~upturns ~~challenges~~in ~~with~~the ~~our~~business ~~customers~~cycle ~~and~~may ~~other~~result ~~stakeholders~~in ifexcess wecapacity ~~are~~during ~~unable~~periods towhen ~~materially~~demand ~~verify~~for ~~the~~our ~~origins~~products ofrecedes, ~~all~~resulting “in ~~scope”~~inefficient ~~metals~~use ~~used~~of incapital, adversely affecting our ~~products~~business.

~~Our~~The ~~product~~nature ~~sales~~of ~~may~~the bemarket ~~adversely~~for ~~affected~~our byproducts ~~changes~~may inrender ~~product~~them ~~classification~~particularly ~~levels~~susceptible ~~under~~to ~~various~~downturns ~~qualification~~in ~~and~~the ~~specification~~economic ~~standards~~environment.

~~Certain~~Our ~~of our~~ products ~~must~~are bedesigned ~~qualified~~to orreplace ~~approved under various military~~ and ~~aerospace~~provide ~~specifications~~superior ~~and~~functionality ~~other~~over ~~standards.~~existing Weproduct ~~have~~infrastructure ~~qualified~~utilized ~~certain~~by of our ~~foil~~customers. ~~resistor~~Often, ~~products~~it ~~under~~is ~~various~~only ~~military~~after ~~specifications~~introductory ~~approved~~demonstrations ~~and monitored~~ by ~~the~~our ~~DLA,~~sales and ~~under~~engineering ~~certain~~teams ~~European~~that ~~military~~our ~~specifications,~~customers ~~and~~come ~~various~~to ~~aerospace~~appreciate ~~standards approved by NASA and~~ the ~~ESA. Qualification~~advantages ~~and~~of ~~specification levels are based in part upon product failure rate. We must continuously perform tests on~~ our products, and ~~for products that are qualified~~systems, ~~the~~and ~~results of these tests must be reported to~~ the ~~qualifying~~long-term ~~organization.~~benefits ~~Certain~~ of ~~our~~their ~~force~~adoption. ~~sensor~~An ~~products~~economic ~~are~~downturn ~~approved~~or byextended ~~the~~period ~~NTEP~~of ~~and~~economic ~~OIML.~~uncertainty ~~Our~~may ~~on-board~~make ~~weighing~~customers ~~systems~~less ~~must~~receptive ~~meet approved standards~~ to ~~make~~adopting ~~them~~new ~~legal-for-trade.~~technological Ifsolutions aat ~~product~~our ~~fails~~suggestion to- ~~meet~~even ~~the~~ones ~~requirements~~with ~~for~~demonstrated ~~the~~operational ~~applicable~~and ~~classification~~financial ~~level~~advantages. orDuring ~~other~~these ~~approval~~periods, ~~the~~customers ~~product’s classification or approval~~ may bedefer, ~~suspended~~ or ~~reduced~~even tocancel, aorders ~~lower~~for ~~level.~~products ~~During~~and ~~the~~systems ~~time~~for ~~that~~which ~~the~~they ~~classification~~have ispreviously ~~suspended~~contracted, or ~~reduced~~given toindications aof ~~lower level, net revenues and earnings attributable to that product may be adversely affected~~interest.

~~Failure~~Also, tobecause ~~maintain~~our ~~effective~~business ~~internal~~is ~~control~~concentrated ~~over~~largely ~~financial~~in ~~reporting~~the ~~could~~industrial ~~adversely~~sector, ~~affect~~we do not benefit from countervailing fluctuations in consumer demand. As a result, our ~~ability~~business tomay ~~meet~~be more significantly affected by the consequences of a general economic slowdown than other segments of our ~~reporting~~industry, ~~requirements.~~and may also take longer to recover from the effects of a slowdown.

~~Effective~~Our ~~internal~~backlog ~~control over financial reporting~~ is ~~necessary~~subject ~~for us~~ to ~~provide~~customer ~~reasonable assurance with respect to our financial reports, and to effectively prevent fraud~~cancellation. Internal control over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our operating results could be harmed.

WeMany ~~are~~of ~~subject~~the toorders ~~costs~~that ~~and~~comprise ~~liabilities~~our ~~related~~backlog tomay ~~current~~be ~~and~~canceled ~~future~~by ~~environment~~our customers without penalty. Our customers, ~~health~~particularly ~~and~~for ~~safety~~our ~~laws~~sensors segment products, often cancel orders when business is weak and ~~regulations~~inventories are excessive, asa ~~well~~situation asthat ~~changes~~we inhave ~~the~~previously ~~global~~experienced ~~climate~~during periods of economic slowdown. Therefore, we cannot be certain that the amount of our backlog accurately forecasts the level of orders that will ultimately be delivered. Our results of operations could be adversely ~~affect~~impacted if customers cancel a material portion of orders in our ~~business~~backlog.

~~Our~~ - ~~manufacturing~~17 operations, products and packaging are subject to environmental laws, rules, regulations and standards. These laws govern air emissions, wastewater discharges, the handling, disposal, and remediation of hazardous substances, wastes, and certain chemicals used or generated in our manufacturing processes, and workplace health and safety. Compliance with these laws, rules, regulations and standards can require significant expenditure of financial and employee resources.-

In Table ~~addition, changes to such laws, rules, regulations, and standards are made or proposed regularly, and some~~ of the proposals, if adopted, might, directly or indirectly, adversely affect the operating results of one or more of our operating segments. Additionally, increased regulation of emissions linked to climate change, including greenhouse gas (carbon) emissions and other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance, increased cost of fossil fuel-based inputs and increased cost of energy intensive raw material inputs. Contents

~~Federal,~~The ~~state,~~complexity ~~provincial,~~of ~~and local laws and requirements pertaining to workplace health and safety conditions are significant factors in~~ our ~~business.~~sophisticated ~~Changes~~measurement tosystems ~~these laws and requirements~~ may ~~result~~require incostly ~~additional~~corrections ~~costs~~if ~~and~~design ~~actions~~flaws ~~across~~are ~~the affected country or region~~found. ~~Various government agencies may promulgate new or modified legislation, and implement special emphasis programs and enforcement actions that could impact particular Company operations.~~

~~Federal,~~Our ~~state,~~measurement ~~provincial,~~systems ~~foreign,~~combine ~~and~~sophisticated ~~local~~electronic ~~environmental~~hardware ~~requirements~~and ~~relating~~computer tosoftware. ~~air,~~We ~~soil,~~believe ~~and~~that ~~water~~the ~~quality,~~sophistication ~~handling,~~of ~~discharge,~~our ~~storage,~~systems ~~and~~contributes ~~disposal~~to oftheir acompetitive ~~variety~~advantage ofover ~~substances~~similar ~~(including~~products ~~per-~~offered ~~and~~by ~~polyfluoroalkyl~~other ~~substances,~~system orintegrators. ~~PFAS),~~We ~~and~~go ~~climate~~to ~~change~~substantial ~~are~~lengths ~~also~~to ~~significant~~assure ~~factors~~that in our ~~business,~~systems ~~and~~are ~~changes~~free toof ~~such~~design ~~requirements~~flaws ~~generally~~when ~~result~~they inare andelivered ~~increase~~ to our ~~costs~~customers offor ~~operations.~~installation ~~Although~~and wetesting. ~~have~~However, ~~never~~due ~~been~~to ~~involved~~the insystems’ ~~any~~complexity, ~~environmental~~design ~~matter~~flaws ~~that~~may ~~has~~occur ~~had~~and arequire ~~material~~correction. ~~adverse~~If ~~impact~~the onrequisite ~~our~~corrections ~~overall~~are ~~operations~~substantial, ~~there~~or ~~can~~difficult beto noimplement ~~assurance~~due ~~that~~to inthe ~~connection~~systems’ ~~with~~complexity, ~~any~~we ~~past~~may ornot ~~future~~be ~~operation,~~able ~~acquisition~~to orrecover ~~otherwise,~~the wecosts ~~will~~of ~~not~~correction beand ~~obligated~~retesting, towith ~~address~~the ~~environmental~~result ~~matters~~ that ~~could~~our ~~have~~profit amargins ~~material~~on ~~adverse~~these ~~impact~~systems oncould ~~our~~be ~~business~~substantially reduced, ~~financial~~or ~~condition~~even negated by losses, and our results of operations could be materially and adversely affected.

~~The~~Our ~~failure~~results byare ussensitive to ~~comply~~raw ~~with~~material ~~applicable environmental~~availability, ~~health and safety requirements could result in fines~~quality, ~~penalties, enforcement actions, third-party claims for property damage~~ and ~~personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect~~ cost.

-Although 17most -materials incorporated in our products are available from a number of sources, certain materials are available only from a relatively limited number of suppliers. We generally maintain a supply of strategic raw materials for continuity and risk management. Our customers would need significant advance notification to qualify alternative materials, if we had to use them. Alternative suppliers are available worldwide for most of our raw materials, but significant time (up to 12 months) would be required to qualify new suppliers and establish efficient production scheduling.

onCertain ~~our~~metals ~~business,~~used ~~financial~~in ~~condition~~the ormanufacture ~~results~~ of ~~operations.~~our ~~Additionally,~~products ~~such~~are ~~actions~~traded ~~could~~on ~~negatively~~active ~~impact~~markets, ~~our~~and ~~reputation~~can inbe ~~the~~subject ~~impacted~~to ~~geographic~~significant ~~market~~price volatility and ~~more~~sourcing ~~broadly~~challenges.

Our ~~credit~~results ~~facilities~~of ~~subject~~operations usmay be materially and adversely affected if we have difficulty obtaining certain raw materials, if the quality of available raw materials deteriorates, if there are significant price changes for these raw materials, or if compliance with the laws and regulations described below proves costly and time-consuming. For periods in which the prices of these raw materials are rising, we may be unable to ~~financial~~pass on the increased cost to our customers, which would result in decreased margins for the products in which they are used. For periods in which the prices are declining, we may be required to write down our inventory carrying cost of these raw materials, since we record our inventory at the lower of cost or market. Depending on the extent of the difference between market price and ~~operating~~our ~~restrictions~~carrying cost, this write-down could have a material adverse effect on our net earnings. We also may need to record losses for adverse purchase commitments for these materials in periods of declining prices.

WePursuant ~~maintain~~to athe ~~revolving~~SEC’s ~~credit~~“conflict ~~facility~~minerals” ~~with~~rules, ~~banks~~reporting companies that wedetermine ~~use~~that certain metals, dubbed “conflict minerals” by the SEC (which include tantalum, gold, tin, and tungsten sourced from the Democratic Republic of the Congo or ~~may~~adjoining ~~use~~countries), ~~for~~are ~~working~~necessary ~~capital~~to the functionality or production of a product they manufacture, ~~acquisition~~or ~~financing~~contract to have manufactured, ~~and~~must ~~other~~file ~~purposes~~a specialized disclosure form with the SEC. ~~This~~We ~~credit~~use ~~facility~~raw ~~subjects~~materials usthat are subject to ~~certain~~conflict ~~restrictions~~minerals ~~which~~rules. The compliance with the SEC's related disclosure requirements may affect, the sourcing and availability of minerals used in ~~some~~the ~~cases~~manufacture ~~significantly~~of ~~limit~~our orproducts. ~~prohibit~~Also, ~~among~~because ~~other~~our ~~things~~supply chain is complex, we may face reputational challenges with our ~~ability~~customers and other stakeholders if we are unable to: materially verify the origins of all “in scope” metals used in our products.

~~•borrow~~Our ~~additional~~product ~~funds;~~sales may be adversely affected by changes in product classification levels under various qualification and specification standards.

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

~~•repurchase~~ - ~~our~~18 ~~common stock;~~-

~~•make~~ Table ~~investments,~~of ~~including capital expenditures;~~ Contents

~~•engage~~Failure into ~~transactions~~maintain ~~with~~effective ~~affiliates~~internal orcontrol ~~subsidiaries;~~over orfinancial reporting could adversely affect our ability to meet our reporting requirements.

~~•create~~Effective ~~liens~~internal oncontrol over financial reporting is necessary for us to provide reasonable assurance with respect to our ~~assets~~financial reports, and to effectively prevent fraud. Internal control over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our operating results could be harmed.

~~Our~~We ~~credit~~are ~~facility~~subject ~~requires us~~ to ~~maintain~~costs ~~certain~~and ~~financial~~liabilities ~~ratios. If~~related ~~we fail~~ to ~~comply~~current ~~with~~and ~~the~~future ~~covenant~~environment, ~~restrictions~~health ~~contained~~and insafety ~~the~~laws ~~credit~~and ~~facility~~regulations, ~~that~~as ~~failure~~well ~~could~~as ~~result~~changes in ~~termination of~~ the ~~facility~~global climate, ~~and~~that ~~all amounts outstanding~~ could ~~become~~adversely ~~immediately~~affect ~~payable~~our business.

AOur ~~significant~~manufacturing ~~portion~~operations, ofproducts ~~our~~and ~~cash~~packaging are subject to environmental laws, rules, regulations and ~~cash~~standards. ~~equivalents~~These laws govern air emissions, wastewater discharges, the handling, disposal, and ~~short-term~~remediation ~~investments~~of ~~balances~~hazardous ~~are~~substances, ~~held~~wastes, byand certain chemicals used or generated in our ~~non-U.S.~~manufacturing ~~subsidiaries~~processes, and workplace health and safety. Compliance with these laws, rules, regulations and standards can require significant expenditure of financial and employee resources.

WeIn ~~generate~~addition, achanges ~~significant~~to ~~amount~~such oflaws, ~~cash~~rules, regulations, and ~~profits~~standards ~~from~~are ~~our~~made ~~non-U.S.~~or ~~subsidiaries.~~proposed Asregularly, and some of ~~December 31,~~the ~~2024~~proposals, ~~94%~~if ofadopted, ~~our~~might, ~~cash~~directly ~~and~~or ~~cash~~indirectly, ~~equivalents~~adversely ~~and~~affect ~~short-term~~the ~~investments~~operating ~~were~~results ~~held~~of byone ~~subsidiaries~~or ~~outside~~more of ~~the~~our ~~United~~operating ~~States~~segments. ~~Any~~Additionally, ~~repatriation~~increased regulation of ~~such~~emissions ~~funds~~linked ~~could~~to ~~incur~~climate ~~local~~change, ~~withholding~~including ~~tax~~greenhouse ingas ~~the~~(carbon) ~~source~~emissions and ~~intervening~~other ~~foreign~~climate-related ~~jurisdictions. These~~regulations, ~~amounts~~ could ~~also~~potentially beincrease ~~subject~~the cost of our operations due to ~~certain~~increased ~~U.S.~~costs ~~state~~of ~~taxes.~~compliance, increased cost of fossil fuel-based inputs and increased cost of energy intensive raw material inputs.

~~Changes~~Federal, instate, ~~our~~provincial, ~~tax~~and ~~rate~~local orlaws ~~exposure~~and requirements pertaining to ~~additional~~workplace ~~income~~health ~~tax~~and ~~liabilities~~safety ~~could~~conditions ~~affect~~are significant factors in our ~~profitability~~business. In ~~addition,~~Changes ~~audits~~to bythese ~~tax~~laws ~~authorities~~and ~~could~~requirements may result in additional ~~tax~~costs ~~payments~~and ~~for~~actions ~~prior~~across ~~periods~~the affected country or region. Various government agencies may promulgate new or modified legislation, and implement special emphasis programs and enforcement actions that could impact particular Company operations.

WeFederal, ~~are~~state, ~~subject~~provincial, toforeign, ~~income~~and ~~taxes~~local inenvironmental ~~the~~requirements ~~U.S.~~relating to air, soil, and inwater ~~various~~quality, ~~foreign~~handling, ~~jurisdictions.~~discharge, ~~Domestic~~storage, and ~~international~~disposal ~~tax~~of ~~liabilities~~a ~~are~~variety ~~subject~~of tosubstances ~~the~~(including ~~allocation~~per- ofand ~~income~~polyfluoroalkyl ~~among~~substances, ~~various~~or ~~tax~~PFAS), ~~jurisdictions.~~and ~~Our~~climate ~~effective~~change ~~tax~~are ~~rate~~also ~~can~~significant befactors ~~affected~~in byour business, and changes to such requirements generally result in ~~the~~an ~~mix~~increase to our costs of ~~earnings~~operations. inAlthough ~~countries~~we ~~with~~have ~~differing~~never ~~statutory~~been ~~tax~~involved ~~rates~~in ~~(including~~any asenvironmental matter that has had a ~~result~~material ofadverse ~~business~~impact ~~acquisitions~~on ~~and~~our ~~dispositions)~~overall operations, ~~changes~~there can be no assurance that in ~~the~~connection ~~valuation~~with ofany ~~deferred~~past ~~tax~~or ~~assets~~future ~~and~~operation, ~~liabilities~~acquisition or otherwise, ~~accruals~~we ~~related~~will not be obligated to ~~contingent~~address ~~tax~~environmental ~~liabilities,~~matters ~~the~~that ~~results~~could ofhave ~~audits~~a ~~and~~material ~~examinations~~adverse ofimpact ~~previously~~on ~~filed~~our ~~tax~~business, ~~returns~~financial condition, and ~~changes~~results inof ~~tax laws~~operations.

~~Any~~The offailure ~~these~~by ~~factors~~us ~~may~~to ~~adversely~~comply ~~affect~~with ~~our~~applicable ~~tax~~environmental, ~~rate~~health and ~~decrease~~safety ~~our~~requirements ~~profitability.~~could ~~The~~result ~~amount~~in offines, ~~income~~penalties, ~~taxes~~enforcement weactions, ~~pay~~third-party isclaims ~~subject~~for toproperty ~~audit~~damage byand ~~U.S.~~personal ~~federal~~injury, ~~state,~~requirements ~~local,~~to ~~and~~clean ~~foreign~~up ~~tax~~property ~~authorities.~~or Ifto ~~these~~pay ~~tax~~for ~~audits~~the ~~result~~costs inof ~~assessments~~cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect on our ~~future~~business, financial condition or results ~~may~~of beoperations. ~~unfavorably~~Additionally, such actions could negatively impact our reputation in the impacted geographic market and more broadly.

AsOur acredit ~~global~~facilities ~~business,~~subject weus ~~have~~to afinancial ~~complex tax structure,~~ and ~~there~~operating ~~is a risk that the tax authorities will disagree with our transfer pricing~~restrictions.

We ~~are~~maintain ~~subject~~a torevolving ~~complex~~credit ~~transfer~~facility ~~pricing~~with ~~regulations~~banks inthat ~~the U.S. and foreign countries in which~~ we ~~operate.~~use, ~~Transfer~~or ~~pricing~~may ~~regulations~~use, ~~generally~~for ~~require~~working ~~that~~capital, ~~transactions~~acquisition ~~between~~financing, ~~related companies be determined comparable to transactions on an arm’s length basis~~ and ~~that~~other ~~contemporaneous documentation be maintained to support the pricing used~~purposes. ~~Although~~This ~~transfer~~credit ~~pricing~~facility ~~standards~~subjects ~~are~~us ~~generally~~to ~~similar~~certain inrestrictions ~~many of the countries in~~ which wemay ~~operate~~affect, ~~there is still a relatively high degree of uncertainty~~ and ~~inherent subjectivity~~ in ~~complying~~some ~~with~~cases ~~these~~significantly ~~requirements.~~limit ~~This~~or ~~topic has received additional scrutiny in recent years~~prohibit, ~~including~~among ~~the~~other ~~Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project. To the extent that any tax authority disagrees with our transfer pricing practices~~things, ~~we could incur significant costs to defend~~ our ~~position~~ability ~~and could be subject~~ to ~~significant additional tax liabilities, interest, and penalties.~~ :

We• ~~may~~borrow ~~not~~additional ~~be able to realize our deferred tax assets which would adversely impact tax expense in future periods.~~funds;

We• ~~regularly~~pay ~~assess~~dividends the ability to realize deferred tax assets in each jurisdiction in which we operate based on a number of factors, including historic operating results, estimates of future earnings, the economic environment, the nature and character of the income, and the existence of cost effective tax planning strategies. This assessment requires significant judgment. If we determine that deferred tax assets are not “more likely than not” to be realized, we record a valuation allowance to reduce deferred tax assets to a level that is expected to be realized. If we subsequently determine that realization becomes “more likely than not”, a valuation allowance will be reversed. Any increase or ~~decrease~~make inother ~~our valuation allowances could have a significant impact on our financial results.~~distributions;

-• 18repurchase -our common stock;

We• ~~use~~make ~~the mark Vishay under license from Vishay Intertechnology~~investments, ~~which~~including ~~could~~capital ~~result in product and market confusion.~~expenditures;

We• ~~use~~engage ~~the mark Vishay as part of our name and~~ in ~~connection~~transactions with ~~many~~affiliates ofor ~~our~~subsidiaries; products. Our use of the Vishay mark is governed by an agreement between us and Vishay Intertechnology, giving us a perpetual, royalty-free, worldwide license for the use of the mark. We believe that it is important that we continue the use of the Vishay name, to a certain extent, in order to benefit from the reputation of the Vishay brand, which was first used in connection with our foil resistors and strain gages when Vishay Intertechnology was founded over 50 years ago.or

~~There~~• ~~are~~create ~~risks~~liens associated with our use of the Vishay mark, however, because both we, and Vishay Intertechnology, use the Vishay mark, confusion could arise in the market regarding the products offered by the two companies, and there could be a misplaced perception of our continuing to be associated with Vishay Intertechnology. Also, any negative publicity associated with one of the two companies in the future could adversely affect the public image of the other. Finally, Vishay Intertechnology will have the right to terminate the license agreement, in certain extreme circumstances, if we are in material and repeated breach of the terms of the agreement, which would likely have an adverse effect on ~~us and~~ our ~~business~~assets.

~~Risks~~ - ~~relating~~19 ~~to our operations outside the United States~~ -

We Table ~~attempt to improve profitability by operating in countries in which manufacturing efficiencies may be achieved, but the shift~~ of ~~operations to these regions may entail considerable expense.~~ Contents

Our ~~strategy~~credit isfacility ~~aimed~~requires atus ~~achieving significant production cost savings through the transfer and expansion of manufacturing operations~~ to ~~and~~maintain ~~in countries in which we have existing capacity, as well as countries with lower production costs or other benefits, such as India. During this process, we may experience under-utilization of~~ certain ~~plants~~financial ~~and factories in higher-cost regions, and capacity constraints in plants and factories located in lower-cost regions~~ratios. ~~Also,~~If we ~~may~~fail ~~experience~~to ~~delays~~comply inwith the ~~expected~~covenant ~~transition~~restrictions ~~from~~contained ~~a higher-cost location to a lower-cost one that results~~ in ~~greater than expected use of~~ the ~~higher-cost~~credit facility., ~~This~~that ~~transitional~~failure ~~utilization~~could ~~may~~ result ~~initially~~ in ~~production~~termination ~~inefficiencies~~of ~~and higher costs. These costs include those associated with compensation in connection with workforce reductions and plant closings in~~ the ~~higher-cost regions~~facility, ~~start-up expenses, manufacturing~~ and ~~construction~~all ~~delays,~~amounts ~~and~~outstanding ~~increased~~could ~~depreciation~~become ~~costs~~immediately ~~in connection with the initiation or expansion of production in lower-cost regions~~payable. In addition, as we implement transfers of certain of our operations, we may experience strikes or other types of labor unrest as a result of layoffs or termination of our employees in higher-cost countries.

InA ~~connection~~significant ~~with~~portion ~~the transfer~~ of ~~manufacturing operations to lower-cost countries, and upgrading of existing facilities in higher-cost countries, we are also increasing the level of automation in~~ our ~~plants~~cash ~~to optimize our capital~~ and ~~labor~~cash ~~resources~~equivalents ~~in production, inventory management, quality control,~~ and ~~warehousing. Although we have substantial experience with automation in several of our plants in higher~~short-~~cost~~term ~~countries,~~investments ~~there~~balances are ~~risks~~held inby automating plants which previously did not use a significant amount of automation, including the possibility of inefficiencies and higher operating costs in the transition from manual to automated operations. If the transition extends longer than anticipated, we could suffer product yield inefficiencies, contributing to higher product costs and increasing the time it will take for us to achieve a return on our ~~investment in the capital equipment involved in the automation process~~non-U. ~~Furthermore, any layoffs or termination of our employees as a result of increased automation may lead to strikes or other types of labor unrest~~S. ~~If we experience these types of inefficiencies, they could have an adverse effect on our operating results, customer relationships, and financial condition~~subsidiaries.

~~Current~~We generate a significant amount of cash and ~~future~~profits ~~tariffs,~~from ~~trade~~our ~~regulation~~non-U.S. orsubsidiaries. ~~other~~As ~~restrictions~~of ~~may~~December ~~adversely~~31, ~~impact~~2025, 91% of our ~~business,~~cash ~~financial~~and ~~condition~~cash equivalents and ~~results~~short-term investments were held by subsidiaries outside of ~~operations~~the United States. Any repatriation of such funds could incur local withholding tax in the source and intervening foreign jurisdictions. These amounts could also be subject to certain U.S. state taxes.

WeChanges ~~have manufacturing operations~~ in ~~India,~~our ~~China,~~tax ~~Europe,~~rate ~~Canada,~~or ~~Israel~~exposure ~~and~~to ~~the~~additional ~~United~~income ~~States,~~tax asliabilities ~~well~~could asaffect inour ~~other countries~~profitability. ~~Significant~~ ~~current~~In ~~or future tariffs or other restrictions which are placed on Indian~~addition, ~~Chinese,~~audits ~~European, Canadian or Israeli imports to the United States, or any related countermeasures which are taken~~ by ~~the~~tax ~~countries~~authorities ~~involved,~~could ~~may~~result ~~materially~~in ~~harm~~additional ~~our~~tax ~~revenues~~payments ~~and~~for ~~results~~prior ~~of operations~~periods.

~~Additional~~We ~~tariffs,~~are orsubject ~~other~~to ~~changes~~income taxes in the U.S. ~~trade~~and ~~policy,~~in ~~could~~various ~~trigger~~foreign ~~retaliatory actions by affected countries~~jurisdictions. ~~Certain~~Domestic ~~foreign~~and ~~governments~~international ~~have~~tax ~~instituted~~liabilities or are ~~considering~~subject ~~imposing~~to ~~trade sanctions on certain U.S. goods. We cannot predict future trade policy or~~ the ~~terms~~allocation of ~~any~~income ~~renegotiated~~among ~~trade~~various ~~agreements~~tax ~~and~~jurisdictions. ~~their~~Our ~~impacts~~effective ontax ~~our~~rate ~~business.~~can ~~The~~be ~~adoption~~affected ~~and~~by ~~expansion~~changes ofin ~~trade restrictions,~~ the ~~occurrence~~mix of aearnings ~~trade~~in ~~war,~~countries orwith ~~other~~differing ~~governmental~~statutory ~~actions~~tax ~~related~~rates ~~to tariffs,~~(including ~~quotas,~~as ~~duties,~~a ~~taxes or~~result ~~trade~~of ~~agreements~~business oracquisitions ~~policies~~and ~~has~~dispositions), ~~the~~changes ~~potential~~in tothe ~~adversely~~valuation ~~impact~~of ~~demand~~deferred ~~for~~tax ~~our~~assets ~~products, our costs, our customers,~~ and ~~our suppliers~~liabilities, ~~which~~accruals inrelated ~~turn~~to ~~could~~contingent ~~adversely~~tax ~~impact our business~~liabilities, ~~financial~~the ~~condition and~~ results of ~~operations.~~audits Inand ~~addition,~~examinations ~~our~~of ~~access~~previously tofiled ~~raw~~tax ~~materials~~returns, and ~~other~~changes ~~supplies~~in ~~may~~tax ~~be adversely impacted by tariffs~~laws.

WeAny ~~are~~of these factors may adversely affect our tax rate and decrease our profitability. The amount of income taxes we pay is subject to ~~the~~audit ~~risks~~by ofU.S. ~~political~~federal, ~~economic~~state, ~~health~~local, and ~~military~~foreign ~~instability~~tax inauthorities. ~~countries~~If ~~outside~~these ~~the~~tax ~~United~~audits ~~States~~result in ~~which~~assessments, weour ~~operate.~~future results may be unfavorably impacted.

~~Some~~As ofa ~~our~~global ~~products are produced in Israel~~business, ~~India,~~we China, and other countries which are particularly subject to risks of political, economic, health and military instability. This instability could result in wars, riots, nationalization of industry, currency fluctuations, and labor unrest or unavailability. These conditions could have ana ~~adverse~~complex ~~impact~~tax ~~on our ability to manufacture~~structure, ~~ship~~ and ~~operate~~there inis ~~these~~a ~~regions~~risk ~~and,~~that ~~depending on~~ the ~~extent~~tax ~~and~~authorities ~~severity~~will ofdisagree ~~these~~with ~~conditions,~~our ~~could~~transfer ~~result in a reduction in~~ pricing.

-We 19are subject to complex transfer pricing regulations in the U.S. and foreign countries in which we operate. Transfer pricing regulations generally require that transactions between related companies be determined comparable to transactions on an arm’s length basis and that contemporaneous documentation be maintained to support the pricing used. Although transfer pricing standards are generally similar in many of the countries in which we operate, there is still a relatively high degree of uncertainty and inherent subjectivity in complying with these requirements. This topic has received additional scrutiny in recent years, including the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project. To the extent that any tax authority disagrees with our transfer pricing practices, we could incur significant costs to defend our position and could be subject to significant additional tax liabilities, interest, and penalties.

~~customer~~We ~~orders~~may ~~and~~not ~~sales~~be able to ~~certain~~realize ~~regions~~our ~~and~~deferred ~~end-markets~~tax ~~and~~assets ~~materially~~which ~~and~~would adversely ~~affect~~impact ~~our~~tax ~~overall~~expense ~~financial~~in ~~condition~~future ~~and operating results~~periods.

We ~~have~~regularly ~~principal~~assess ~~manufacturing facilities and operations located in Israel. Accordingly, our business is directly influenced by~~ the ~~political,~~ability ~~economic~~to ~~and~~realize ~~military~~deferred ~~conditions~~tax ~~affecting Israel at~~assets ~~any~~in ~~given~~each ~~time.~~jurisdiction ~~Since~~in ~~the~~which ~~establishment~~we ofoperate ~~the~~based ~~State~~on ~~of Israel in 1948,~~ a number of ~~armed~~factors, ~~conflicts~~including ~~have~~historic ~~occurred~~operating ~~between Israel and its neighboring countries~~results, ~~terrorist~~estimates ~~organizations~~of ~~and~~future ~~other militant groups~~earnings, ~~including~~ the ~~current~~economic ~~war~~environment, ~~between~~the ~~Israel~~nature and ~~Hamas.~~character ~~We have never experienced any material interruption in our operations attributable to these factors, in spite~~ of ~~several Middle East crises, including~~ the ~~current war. In response to conflict in or around Israel~~income, weand ~~could in~~ the ~~future~~existence ~~temporarily~~of ~~discontinue~~cost ~~production~~effective intax ~~Israel~~planning ~~for~~strategies. ~~the~~This ~~safety~~assessment ofrequires ~~our~~significant ~~employees~~judgment. WeIf ~~could~~we ~~also~~determine ~~face~~that ~~future~~deferred ~~production~~tax ~~slowdowns~~assets orare ~~interruptions~~not at“more ~~either~~likely ofthan ~~our~~not” ~~manufacturing locations in Israel due~~ to ~~the~~be ~~impacts of conflicts~~realized, ~~such~~we asrecord ~~the war between Israel and Hamas, including personnel absences as~~ a ~~number~~valuation ofallowance ~~our employees have been called~~ to ~~active~~reduce ~~military~~deferred ~~duty,~~tax orassets ~~due~~ to ~~other~~a ~~resource~~level ~~constraints~~that ~~such~~is asexpected ~~the inability~~ to ~~source~~be ~~materials for production~~realized. ~~The~~If ~~intensity~~we ~~and~~subsequently ~~duration~~determine ofthat ~~Israel’s~~realization ~~current~~becomes ~~war~~“more ~~against~~likely ~~Hamas~~than ~~are~~not”, ~~difficult~~a tovaluation ~~predict~~allowance aswill ~~are~~be ~~such war’s implications on our operations and on the global economy~~reversed. AAny ~~change~~increase inor ~~the~~decrease ~~security and political situation~~ in ~~Israel and~~ inour ~~the~~valuation ~~economy~~allowances could have a ~~material~~significant ~~adverse~~impact ~~effect~~ on our ~~business, operating results and~~ financial ~~condition~~results.

We ~~are~~use ~~subject~~the tomark ~~foreign~~Vishay ~~currency~~under ~~exchange~~license ~~rate~~from ~~risks~~Vishay Intertechnology, which ~~may~~could ~~impact~~result ~~our~~in ~~results~~product ofand ~~operations.~~market confusion.

We ~~are~~use ~~exposed~~the tomark ~~foreign~~Vishay ~~currency~~as ~~exchange~~part ~~rate~~of ~~risks,~~our ~~particularly~~name ~~due~~and toin ~~market~~connection ~~values~~with many of ~~transactions~~our inproducts. ~~currencies~~Our ~~other~~use ~~than~~of the ~~functional~~Vishay ~~currencies~~mark is governed by an agreement between us and Vishay Intertechnology, giving us a perpetual, royalty-free, worldwide license for the use of ~~certain~~the ~~subsidiaries~~mark. We believe that it is important that we continue the use of the Vishay name, to a certain extent, in order to benefit from the reputation of the Vishay brand, which was first used in connection with our foil resistors and strain gages when Vishay Intertechnology was founded over 50 years ago.

Our significant foreign subsidiaries are located in the United Kingdom, Canada, Germany, Israel, Japan, and India. Our operations in Europe, Canada and certain locations in Asia primarily generate and expend cash in local currencies. Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, but these subsidiaries also have significant transactions in local currencies. Our exposure to foreign currency exchange rate risk is more pronounced in situations such as our operations in Canada, India, Israel, and China - ~~where~~20 ~~costs, such as production labor costs are predominantly paid in local currencies while the sales revenue for those products is predominantly denominated in U.S. dollars.~~ -

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

AThere ~~change~~are inrisks ~~the~~associated ~~mix~~with our use of the ~~currencies~~Vishay inmark, ~~which~~however, because both we, ~~transact~~and ~~our~~Vishay ~~business~~Intertechnology, ~~could~~use ~~have~~the aVishay ~~material~~mark, ~~effect~~confusion oncould ~~results~~arise ofin ~~operations.~~the ~~Furthermore,~~market regarding the ~~timing~~products ofoffered ~~cash~~by ~~receipts~~the two companies, and ~~disbursements~~there could ~~have~~be a ~~material~~misplaced ~~effect~~perception onof our ~~results~~continuing to be associated with Vishay Intertechnology. Also, any negative publicity associated with one of ~~operations~~the two companies in the future could adversely affect the public image of the other. Finally, ~~particularly~~Vishay ifIntertechnology ~~there~~will ~~are~~have ~~significant~~the ~~changes~~right to terminate the license agreement, in ~~exchange~~certain ~~rates~~extreme circumstances, if we are in amaterial ~~short~~and ~~period~~repeated breach of ~~time.~~the terms of the agreement, which would likely have an adverse effect on us and our business.

~~Our~~Risks ~~global~~relating ~~operations are subject~~ to ~~extensive~~our ~~anti-corruption~~operations ~~laws~~outside ~~and~~the ~~other~~United ~~regulations.~~States

~~The~~We ~~U.S.~~attempt Foreign Corrupt Practices Act, U.K. Bribery Act and similar foreign anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to ~~improperly~~improve ~~influence~~profitability ~~foreign~~by ~~government~~operating ~~officials~~in ~~for~~countries ~~the purpose of obtaining or retaining business, or obtaining an unfair advantage. Recent years have seen a substantial increase~~ in ~~the~~which ~~global~~manufacturing ~~enforcement~~efficiencies ofmay ~~anti-corruption~~be ~~laws. Our continued operation and expansion outside the United States~~achieved, ~~including~~but ~~in developing countries, could increase~~ the ~~risk~~shift of ~~such~~operations ~~violations. Despite meaningful measures that we undertake~~ to ~~facilitate lawful conduct,~~ these ~~measures~~regions may ~~not~~entail ~~always~~considerable ~~prevent reckless or criminal acts by our employees or agents~~expense. Any such improper actions could damage our reputation and subject us to civil or criminal investigation in the United States and in other jurisdictions, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees.

Our ~~business~~strategy is aimed at achieving significant production cost savings through the transfer and ~~results~~expansion of manufacturing operations to and in countries in which we have existing capacity, as well as countries with lower production costs or other benefits, such as India. During this process, we may beexperience ~~materially~~under-utilization ~~adversely~~of ~~affected~~certain byplants ~~compliance~~and factories in higher-cost regions, and capacity constraints in plants and factories located in lower-cost regions. Also, we may experience delays in the expected transition from a higher-cost location to a lower-cost one that results in greater than expected use of the higher-cost facility. This transitional utilization may result initially in production inefficiencies and higher costs. These costs include those associated with ~~import~~compensation in connection with workforce reductions and ~~export~~plant ~~laws~~closings in the higher-cost regions, start-up expenses, manufacturing and construction delays, and increased depreciation costs in connection with the initiation or expansion of production in lower-cost regions. In addition, as we implement transfers of certain of our operations, we may experience strikes or other types of labor unrest as a result of layoffs or termination of our employees in higher-cost countries.

WeIn ~~must~~connection ~~comply~~ with ~~various~~the ~~laws~~transfer ~~and~~of ~~regulations~~manufacturing ~~relating~~operations to ~~the~~lower-cost ~~import~~countries, and ~~export~~upgrading of ~~products,~~existing ~~services~~facilities ~~and~~in ~~technology~~higher-cost ~~from~~countries, ~~the~~we ~~U.S.~~are ~~and~~also ~~other~~increasing ~~countries~~the ~~having~~level ~~jurisdiction~~of ~~over~~automation in our ~~operations,~~plants ~~which~~to ~~may~~optimize ~~affect~~ our ~~transactions~~capital ~~with certain customers, business partners~~ and ~~other~~labor ~~persons.~~resources Inin ~~certain~~production, ~~circumstances~~inventory management, ~~export~~quality control, and ~~economic~~warehousing. ~~sanctions~~Although ~~regulations~~we ~~may~~have ~~prohibit~~substantial ~~the~~experience ~~export~~with ofautomation ~~certain~~in ~~products,~~several ~~services,~~of ~~and~~our ~~technologies~~plants ~~and~~ in ~~other~~higher-cost ~~circumstances~~countries, wethere ~~may~~are berisks ~~required~~in toautomating ~~obtain~~plants anwhich ~~export~~previously ~~license~~did ~~before~~not ~~exporting~~use a ~~controlled~~significant ~~item.~~amount ~~The length~~ of ~~time required by the licensing processes can vary~~automation, ~~potentially~~including ~~delaying~~ the ~~shipment~~possibility of ~~products~~inefficiencies orand ~~performance~~higher ofoperating ~~services~~costs ~~and~~in the ~~recognition~~transition offrom ~~the~~manual ~~corresponding revenue. In addition, failure~~ to ~~comply~~automated ~~with~~operations. ~~any~~If ofthe ~~these~~transition ~~regulations~~extends ~~could~~longer ~~result~~than ~~in substantial civil and criminal~~anticipated, ~~monetary~~we ~~and~~could ~~non-monetary~~suffer ~~penalties,~~product ~~disruptions~~yield ~~to our business~~inefficiencies, ~~limitations~~contributing ~~on our ability~~ to ~~import~~higher ~~and~~product ~~export~~costs ~~products~~ and ~~services~~increasing ~~and damage to our reputation. In 2022, we determined that certain export shipments of products from one of our subsidiaries did not comply with~~ the ~~filing~~time ~~requirements~~it ofwill ~~U.S.~~take ~~export~~for ~~administration~~us ~~and foreign trade regulations, and we voluntarily self-disclosed such non-compliance~~ to ~~the~~achieve ~~U.S. federal government. While non-compliance with such filing requirements could result in fines and penalties, we do not believe that the foregoing matters will have~~ a ~~material~~return ~~adverse effect~~ on our ~~business~~investment orin ~~results~~the ofcapital ~~operations,~~equipment ~~cash~~involved ~~flows~~in orthe ~~financial~~automation ~~condition~~process. ~~Moreover~~Furthermore, any ~~changes~~layoffs ~~in export control~~ or ~~sanctions~~termination ~~regulations may further restrict the export~~ of our ~~products~~employees oras ~~services,~~a ~~and~~result ~~the~~of ~~possibility~~increased ofautomation ~~such~~may ~~changes~~lead ~~requires~~to ~~constant~~strikes ~~monitoring~~or toother ~~ensure~~types weof ~~remain~~labor ~~compliant~~unrest. ~~Any~~If ~~restrictions~~we onexperience ~~the~~these ~~export~~types of ~~our~~inefficiencies, ~~products~~they ~~or product lines~~ could have aan ~~material~~ adverse effect on our ~~competitive~~operating ~~position~~results, ~~results~~customer ~~of operations~~relationships, ~~cash~~and ~~flows or~~ financial condition.

-Current 20and -future tariffs, trade regulation or other restrictions may adversely impact our business, financial condition and results of operations.

~~Risks~~We ~~Relating~~have manufacturing operations in India, China, Europe, Canada, Israel and the United States, as well as in other countries. Significant current or future tariffs or other restrictions which are placed on Indian, Chinese, European, Canadian or Israeli imports to ~~Our~~the ~~Common~~United ~~Stock~~States, or any related countermeasures which are taken by the countries involved, may materially harm our revenues and results of operations.

~~The~~Additional ~~holders~~tariffs, ofor ~~Class~~other Bchanges ~~convertible~~in ~~common~~U.S. ~~stock~~trade policy, could trigger retaliatory actions by affected countries. Certain foreign governments have ~~effective~~instituted ~~voting~~or ~~control~~are considering imposing trade sanctions on certain U.S. goods. We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our ~~company~~business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental actions related to tariffs, quotas, duties, taxes or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, and our suppliers, which in turn could adversely impact our business, financial condition and results of operations. In addition, our access to raw materials and other supplies may be adversely impacted by tariffs.

We ~~have two classes of common stock: common stock and Class B convertible common stock. The holders of common stock~~ are ~~entitled~~subject to ~~one vote for each share held, while~~ the ~~holders~~risks of ~~Class B convertible common stock are entitled to 10 votes for each share held. The ownership of Class B convertible common stock is highly concentrated~~political, ~~and holders of Class B convertible common stock effectively can cause the election of directors and the approval or disapproval of other matters requiring stockholder approval. Mrs. Ruta Zandman~~economic, ~~the widow of the late founder of our technology~~health, ~~Dr. Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son~~ and amilitary ~~member~~instability of our Board of Directors) and Ziv Shoshani (Mrs. Ruta Zandman’s nephew and our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2024. Holders of our Class B convertible common stock may act in ~~ways~~countries ~~that~~outside ~~are contrary to, or not in~~ the ~~best~~United ~~interests~~States ~~of, holders of our common stock. The voting rights of the holders of our Class B convertible common stock effectively give such holders the ability to prevent transactions that would result~~ in ~~a change in control of us, including transactions in~~ which ~~holders~~we ~~of our common stock might otherwise receive a premium for their shares over the then-current market price~~operate.

~~Certain~~Some ~~provisions~~ of our ~~certificate~~products are produced in Israel, India, China, and other countries which are particularly subject to risks of ~~incorporation~~political, economic, health and ~~bylaws~~military ~~may~~instability. ~~reduce~~This ~~the~~instability ~~likelihood~~could result in wars, riots, nationalization of ~~any~~industry, ~~unsolicited~~currency ~~acquisition~~fluctuations, ~~proposal~~and labor unrest or ~~potential~~unavailability. ~~change~~These conditions could have an adverse impact on our ability to manufacture, ship and operate in these regions and, depending on the extent and severity of ~~control~~these ~~that~~conditions, ~~you~~could ~~might~~result ~~consider~~in ~~favorable.~~a reduction in customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results.

~~Our bylaws contain provisions that could be considered “anti~~ -~~takeover”~~ ~~provisions~~21 ~~because they make it harder for a third party to acquire us without the consent of our incumbent board of directors. Under these by~~-~~law provisions:~~

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

~~•stockholders~~We ~~may~~have ~~not~~principal ~~call~~manufacturing ~~special~~facilities ~~meetings~~and operations located in Israel. Accordingly, our business is directly influenced by the political, economic and military conditions affecting Israel at any given time. Since the establishment of ~~stockholders;~~the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, terrorist organizations and other militant groups. We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises, including the recent war. In response to conflict in or around Israel, we could in the future temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either of our manufacturing locations in Israel due to the impacts of conflicts. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition. To the extent practicable, we maintain contingency plans to mitigate the impact on our Israel-based operations and to maintain the safety of our employees which may result from military or political conflicts. These include adjusting production schedules, shipping inventories to our locations and warehouses in other geographies, providing transportation and other resources to employees, and utilizing our other operations.

~~•stockholders~~We ~~must~~are ~~comply~~subject ~~with~~to ~~advance~~foreign ~~notice~~currency ~~provisions~~exchange ~~for~~rate ~~nominating~~risks ~~directors~~which ormay ~~presenting~~impact ~~other~~our ~~proposals~~results atof ~~stockholder meetings; and~~ operations.

~~•our~~We ~~Board~~are ofexposed ~~Directors,~~to ~~may~~foreign ~~without~~currency ~~stockholder~~exchange ~~approval~~rate risks, ~~issue~~particularly ~~preferred~~due ~~shares~~to ~~and~~market ~~determine~~values ~~their~~of ~~rights~~transactions ~~and~~in ~~terms,~~currencies ~~including~~other ~~voting~~than ~~rights,~~the orfunctional ~~adopt~~currencies aof ~~stockholder~~certain ~~rights plan~~subsidiaries.

~~These~~Our ~~provisions~~significant ~~could~~foreign ~~have~~subsidiaries are located in the ~~effect~~United ofKingdom, ~~discouraging~~Canada, anGermany, ~~unsolicited~~Israel, ~~acquisition~~Japan, ~~proposal~~and orIndia. ~~delaying~~Our operations in Europe, ~~deferring~~Canada and certain locations in Asia primarily generate and expend cash in local currencies. Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, orbut ~~preventing~~these asubsidiaries ~~change~~also ofhave ~~control~~significant ~~transaction~~transactions ~~that~~in ~~might~~local ~~involve~~currencies. aOur ~~premium~~exposure ~~price~~to orforeign ~~otherwise~~currency beexchange ~~considered~~rate ~~favorable~~risk byis more pronounced in situations such as our ~~stockholders~~operations in Canada, India, Israel, and China - where costs, such as production labor costs are predominantly paid in local currencies while the sales revenue for those products is predominantly denominated in U.S. dollars.

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

~~Difficult~~A ~~and~~change ~~volatile~~in ~~conditions~~the inmix of the ~~capital,~~currencies ~~credit~~in ~~and~~which ~~commodities~~we ~~markets~~transact ~~and~~our inbusiness could have a material effect on results of operations. Furthermore, the ~~overall~~timing ~~economy~~of cash receipts and disbursements could ~~adversely~~have ~~affect~~a ~~our~~material ~~financial~~effect ~~position,~~on our results of operations, ~~and~~particularly ~~cash~~if ~~flows~~there are significant changes in exchange rates in a short period of time.

Our ~~financial~~global ~~position, results of~~ operations and cash flows could be adversely affected by difficult conditions and significant volatility in the capital, credit and commodities markets and in the overall worldwide economy. Recent global events have adversely affected and are ~~continuing~~subject to ~~adversely~~extensive ~~affect~~anti-corruption ~~workforces,~~laws ~~organizations, economies,~~ and ~~financial~~other ~~markets globally, leading to economic downturns, inflation, and increased market volatility~~regulations. The ongoing wars between Israel and Hamas and between Russia and Ukraine, escalating tensions in the South China Sea, Red Sea and Yemen, high inflation, increasing interest rates, bank failures and associated financial instability and crises, and supply chain issues have added to global economic and market volatility. Any uncertainty about the federal budget or the debt limit in the United States could have a negative effect on the United States and global economy. The impact that these factors might have on us and our business is uncertain and cannot be estimated at this time. The difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:

~~•Although~~The weU.S. ~~believe~~Foreign weCorrupt ~~have~~Practices ~~sufficient~~Act, ~~liquidity~~U.K. Bribery Act and similar foreign anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to ~~run~~improperly ~~our~~influence foreign government officials for the purpose of obtaining or retaining business, ~~under~~or ~~extreme~~obtaining ~~market~~an ~~conditions,~~unfair ~~there~~advantage. ~~can~~Recent beyears nohave ~~assurance~~seen ~~that~~a ~~financing,~~substantial ifincrease ~~needed,~~in ~~would~~the beglobal ~~available~~enforcement orof ~~sufficient,~~anti-corruption laws. Our continued operation and expansion outside the United States, including in developing countries, could increase the risk of such aviolations. ~~case,~~Despite meaningful measures that we undertake to facilitate lawful conduct, these measures may not bealways ~~able~~prevent reckless or criminal acts by our employees or agents. Any such improper actions could damage our reputation and subject us to ~~successfully~~civil ~~obtain~~or ~~financing~~criminal oninvestigation ~~favorable~~in ~~terms~~the United States and in other jurisdictions, orcould atlead ~~all~~to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigative fees.

~~•Continuing~~ - ~~market~~22 ~~volatility can exert downward pressure on our stock price, which could make it more difficult or unfavorable for us to raise additional capital in the future.~~-

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

-Our 21business -and results of operations may be materially adversely affected by compliance with import and export laws.

We ~~might~~must ~~require~~comply ~~additional~~with ~~capital~~various laws and regulations relating to ~~support~~the import and export of products, services and technology from the U.S. and other countries having jurisdiction over our operations, which may affect our transactions with certain customers, business ~~growth~~partners and ~~this~~other ~~capital~~persons. ~~might~~In ~~not~~certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services, and technologies and in other circumstances, we may be ~~available~~required to obtain an export license before exporting a controlled item. The length of time required by the licensing processes can vary, potentially delaying the shipment of products or performance of services and the recognition of the corresponding revenue. In addition, failure to comply with any of these regulations could result in substantial civil and criminal, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to import and export products and services and damage to our reputation. In 2022, we determined that certain export shipments of products from one of our subsidiaries did not comply with the filing requirements of U.S. export administration and foreign trade regulations, and we voluntarily self-disclosed such non-compliance to the U.S. federal government. While non-compliance with such filing requirements could result in fines and penalties, we do not believe that the foregoing matters will have a material adverse effect on our business or results of operations, cash flows or financial condition. Moreover, any changes in export control or sanctions regulations may further restrict the export of our products or services, and the possibility of such changes requires constant monitoring to ensure we remain compliant. Any restrictions on the export of our products or product lines could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

WeRisks ~~intend~~Relating to ~~continue~~Our toCommon ~~make~~Stock investments to support our business growth and may require additional funds to respond to business challenges or opportunities, including the need to develop new offerings or enhance our existing offerings, enhance our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

InThe ~~addition,~~holders ~~obtaining~~of ~~financing~~Class ~~may~~B beconvertible ~~adversely~~common ~~affected~~stock byhave ~~rising~~effective ~~interest~~voting ~~rates~~control orof other factors. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ~~ability to continue to support our business growth and to respond to business challenges could be significantly limited~~company.

~~Our~~We ~~future~~have ~~success~~two classes of common stock: common stock and Class B convertible common stock. The holders of common stock are entitled to one vote for each share held, while the holders of Class B convertible common stock are entitled to 10 votes for each share held. The ownership of Class B convertible common stock is ~~substantially~~highly ~~dependent~~concentrated, and holders of Class B convertible common stock effectively can cause the election of directors and the approval or disapproval of other matters requiring stockholder approval. Mrs. Ruta Zandman, the widow of the late founder of our technology, Dr. Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son) and Ziv Shoshani (Mrs. Ruta Zandman’s nephew and our ~~ability~~Chief toExecutive ~~attract~~Officer and ~~retain~~a ~~highly~~member ~~qualified~~of ~~technical~~our Board of Directors), ~~managerial~~approximately 76.9% of our Class B convertible common stock, ~~marketing~~representing 35.0% of the total voting power of our capital stock as of December 31, ~~finance~~2025. Holders of our Class B convertible common stock may act in ways that are contrary to, ~~and~~or ~~administrative~~not ~~personnel~~in the best interests of, holders of our common stock. The voting rights of the holders of our Class B convertible common stock effectively give such holders the ability to prevent transactions that would result in a change in control of us, including transactions in which holders of our common stock might otherwise receive a premium for their shares over the then-current market price.

~~The~~Certain ~~competitive~~provisions ~~environment~~ of our ~~business~~certificate ~~requires~~of usincorporation ~~to attract~~ and ~~retain~~bylaws ~~highly~~may ~~qualified~~reduce ~~personnel~~the tolikelihood ~~develop~~of ~~technological~~any ~~innovations~~unsolicited ~~and~~acquisition ~~bring~~proposal them to market on a timely basis. Our complex operations also require us to attract and retain highly qualified administrative personnel in functions such as legal, tax, accounting, business development, financial reporting, and treasury. The market for personnel with such qualifications is highly competitive. We have not entered into employment or ~~non-competition~~potential ~~agreements~~change ~~with~~of ~~many~~control ofthat ~~our~~you ~~key~~might ~~personnel.~~consider favorable.

~~The~~Our ~~loss~~bylaws ofcontain ~~the~~provisions ~~services~~that ~~of,~~could orbe ~~the~~considered ~~failure~~“anti-takeover” toprovisions ~~effectively~~because ~~recruit,~~they ~~qualified~~make ~~personnel,~~it ~~including~~harder for ~~key~~a ~~executive~~third ~~positions,~~party ~~could~~to ~~have~~acquire aus ~~material~~without ~~adverse~~the ~~effect~~consent onof our ~~business~~incumbent board of directors. Under these by-law provisions:

We• ~~are~~stockholders ~~exposed~~may ~~to,~~not ~~and~~change ~~may~~the besize ~~adversely~~of ~~affected~~the byboard of directors or, ~~interruptions~~except toin ~~our~~limited ~~computer~~circumstances, ~~and~~fill ~~information~~vacancies ~~technology~~on ~~systems~~the ~~and~~board ~~sophisticated~~of ~~cyber-attacks.~~directors;

We• ~~rely~~stockholders onmay ~~our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third party service providers and are~~ not ~~under~~call ~~our~~special ~~direct~~meetings control. Our operations routinely involve receiving, storing, processing, and transmitting sensitive information pertaining to our business, customers, suppliers, employees, and other sensitive matters. Any cyber incidents could materially disrupt operational systems; result in loss of ~~trade secrets or other proprietary or competitively sensitive information~~stockholders; compromise personally identifiable information regarding customers, employees or other persons; and jeopardize the security of our facilities. Because techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques, or to implement adequate preventative measures. Information technology security threats, including security breaches, computer malware, and other cyber-attacks are increasing in both frequency and sophistication, including as a result of ongoing military conflicts, certain U.S. foreign relations, and increased remote work arrangements, and could create financial liability, subject us to legal or regulatory sanctions, or damage our reputation with customers, suppliers, and other stakeholders. We continuously seek to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition, and cash flows.

In• ~~addition~~stockholders tomust ~~experiencing~~comply awith ~~security~~advance ~~incident,~~notice ~~third~~provisions ~~parties~~for ~~may~~nominating ~~gather,~~directors ~~collect,~~ or ~~infer~~presenting ~~sensitive information about us from public sources, data brokers, or~~ other ~~means~~proposals ~~that~~at ~~reveals~~stockholder ~~competitively~~meetings; ~~sensitive details about our organization~~ and could be used to undermine our competitive advantage or market position. Moreover, our proprietary, confidential, and/or sensitive information could be leaked, disclosed, or revealed as a result of or in connection with the use of generative artificial intelligence technologies.

~~Even~~• ifour weBoard ~~are~~of ~~not targeted directly~~Directors, ~~cyberattacks~~may onwithout ~~the~~stockholder ~~U.S. government~~approval, ~~financial~~issue ~~markets,~~preferred ~~financial~~shares ~~institutions,~~and ordetermine ~~other~~their ~~businesses,~~rights ~~including~~and ~~our vendors~~terms, ~~software~~including ~~creators,~~voting ~~cloud providers~~rights, ~~cybersecurity~~or ~~service~~adopt ~~providers,~~a ~~and~~stockholder ~~other~~rights ~~third parties with whom we work, may occur, and such events could disrupt our normal business operations and networks in the future~~plan.

~~Interruptions~~These inprovisions ~~our~~could ~~information~~have ~~technology~~the ~~systems~~effect ~~could~~of ~~adversely~~discouraging ~~affect~~an unsolicited acquisition proposal or delaying, deferring, or preventing a change of control transaction that might involve a premium price or otherwise be considered favorable by our ~~business~~stockholders.

We - ~~rely~~23 on the efficient and uninterrupted operation of complex information technology systems and networks to operate our business. Any significant system or network disruption, including, but not limited to, new system implementations, computer viruses, security breaches, facility issues or energy blackouts could have a material adverse impact on our operations and results of operations. Such network disruption could result in a loss of the confidentiality of our intellectual property or the release of sensitive competitive information or customer or employee personal data. Any loss of such information could harm our -

- Table 22of -Contents

~~competitive~~General ~~position,~~Risk ~~result~~Factors in a loss of customer confidence, and cause us to incur significant costs to remedy the damages caused by the disruptions or security breaches. We have implemented protective measures to prevent against and limit the effects of system or network disruptions, but there can be no assurance that such measures will be sufficient to prevent or limit the damage from any future disruptions and any such disruption could have a material adverse impact on our business and results of operations.

~~Third-party~~Difficult ~~service providers, such as subcontractors, distributors~~ and ~~vendors~~volatile ~~have~~conditions ~~access~~in ~~to certain portions of our sensitive data. In~~ the ~~event that these service providers do not properly safeguard our data that they hold~~capital, ~~security~~credit ~~breaches~~ and ~~loss~~commodities ofmarkets ~~our~~and ~~data~~in ~~could~~the ~~result.~~overall ~~Any~~economy ~~such loss of data by our third-party service providers~~ could ~~have~~adversely aaffect ~~material adverse impact on~~ our ~~business~~financial ~~and~~position, results of operations and cash flows.

WeOur ~~may~~financial ~~use~~position, ~~artificial~~results ~~intelligence~~of operations and cash flows could be adversely affected by difficult conditions and significant volatility in ~~our~~the ~~business~~capital, credit and ~~challenges~~commodities ~~with~~markets ~~properly~~and ~~managing~~in ~~its~~the ~~use~~overall ~~could~~worldwide economy. Recent global events have adversely affected and are continuing to adversely affect workforces, organizations, economies, and financial markets globally, leading to economic downturns, inflation, and increased market volatility. The ongoing wars between Israel and Hamas and between Russia and Ukraine, escalating tensions in the South China Sea, Red Sea and Yemen, high inflation, increasing interest rates, bank failures and associated financial instability and crises, and supply chain issues have added to global economic and market volatility. Any uncertainty about the federal budget or the debt limit in the United States could have a negative effect on the United States and global economy. The impact that these factors might have on us and our business is uncertain and cannot be estimated at this time. The difficult conditions in these markets and the overall economy affect our business in a number of ways. For example:

We• ~~may~~Although ~~incorporate~~we ~~artificial~~believe ~~intelligence~~we ~~(“AI”)~~have ~~solutions~~sufficient ~~into~~liquidity to run our business, ~~processes,~~under orextreme ~~products,~~market ~~and applications of AI may become important in our operations over time. Our competitors or other third parties may incorporate AI into their businesses more quickly or more successfully than us~~conditions, ~~which~~there ~~could~~can ~~impair~~be ~~our~~no ~~ability~~assurance tothat ~~compete effectively and adversely affect our results of operations. Additionally~~financing, if ~~the~~needed, ~~types~~would ~~of information that AI applications assist in producing are or are alleged to~~ be ~~deficient,~~available ~~inaccurate,~~ or ~~biased~~sufficient, ~~our business, financial condition,~~ and ~~results of operations may be adversely affected. The rapid evolution of AI~~, ~~including~~in ~~potential~~such ~~government~~a ~~regulation of AI~~case, we may ~~require~~not ~~significant~~be ~~resources~~able to ~~develop,~~successfully ~~test~~obtain ~~and~~financing ~~maintain~~on ~~our~~favorable ~~implementations~~terms, ofor AIat all.

~~Unexpected~~• ~~events,~~Continuing ~~such~~market asvolatility acan ~~natural~~exert ~~disaster~~downward pressure on our stock price, which could ~~disrupt~~make ~~our~~it ~~operations~~more ~~and~~difficult ~~adversely~~or ~~affect~~unfavorable ~~our~~for ~~results~~us ofto ~~operations~~raise additional capital in the future.

We• ~~have~~Economic ~~manufacturing~~conditions ~~and~~could ~~other~~result ~~facilities~~in customers in ~~countries~~our ~~around~~markets ~~the~~experiencing ~~world. Unexpected~~financial ~~events~~difficulties, including ~~fires~~limited orliquidity ~~explosions at facilities; natural disasters, such as flooding, hurricanes,~~ and ~~earthquakes;~~their ~~pandemics;~~inability ~~outbreaks~~to ofobtain ~~disease~~financing or ~~illness;~~electing war or terrorist activities; civil unrest; unplanned outages; supply or labor disruptions; and failures of equipment or systems at any of our facilities could adversely affect our results of operation. If adverse conditions were to ~~arise~~limit ~~with~~spending ~~respect~~because ~~to any~~ of ~~our~~the ~~facilities~~economy aswhich amay result, offor ~~a natural disaster or other unexpected event~~example, ~~they may result~~ in ~~customer~~customers’ ~~disruption,~~inability ~~physical damage~~ to ~~one~~pay orus ~~more~~at ~~key~~all ~~operating facilities, the temporary closure of one~~ or ~~more key operating facilities, the temporary disruptions of information systems, and/or an adverse effect~~ on ~~our~~a ~~results~~timely ~~of operations~~basis.

~~Our~~We ~~stock~~might ~~price~~require ~~could~~additional ~~become~~capital ~~more~~to ~~volatile~~support business growth and ~~investments~~this ~~could~~capital ~~lose~~might ~~value~~not be available.

~~The~~We ~~market~~intend ~~price~~to ofcontinue to make investments to support our ~~common~~business ~~stock,~~growth and may require additional funds to respond to business challenges or opportunities, including the ~~number~~need ofto ~~shares~~develop ~~traded~~new ~~each~~offerings ~~day~~or enhance our existing offerings, ~~has~~enhance ~~experienced~~our ~~significant~~operating ~~fluctuations~~infrastructure, or acquire complementary businesses and technologies. Accordingly, we may ~~continue~~need to ~~fluctuate~~engage ~~significantly~~in equity or debt financings to secure additional funds. ~~The~~If ~~market~~we ~~price~~raise ~~for~~additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. ~~may~~Any bedebt ~~affected~~financing secured by aus ~~number~~in ofthe ~~factors,~~future ~~including~~could involve additional restrictive covenants relating to our capital raising activities and other financial and operational matters, ~~but~~which ~~not~~may ~~limited~~make it more difficult for us to: obtain additional capital and to pursue business opportunities, including potential acquisitions.

~~•shortfalls~~In inaddition, ~~our~~obtaining ~~expected~~financing ~~net~~may ~~revenue~~be adversely affected by rising interest rates or other factors. We may not be able to obtain additional financing on terms favorable to us, ~~earnings~~if at all. If we are unable to obtain adequate financing or ~~key~~financing ~~performance~~on ~~metrics;~~terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

~~•changes~~Our infuture ~~recommendations~~success oris ~~estimates~~substantially bydependent ~~securities~~on ~~analysts;~~our ability to attract and retain highly qualified technical, managerial, marketing, finance, and administrative personnel.

~~•the~~The ~~announcement~~competitive environment of ~~new~~our ~~products~~business byrequires us to attract and retain highly qualified personnel to develop technological innovations and bring them to market on a timely basis. Our complex operations also require us to attract and retain highly qualified administrative personnel in functions such as legal, tax, accounting, business development, financial reporting, and treasury. The market for personnel with such qualifications is highly competitive. We have not entered into employment or non-competition agreements with many of our ~~competitors;~~key personnel.

~~•quarterly~~The ~~variations~~loss inof ~~our~~the services of, or ~~our~~the ~~competitors’~~failure ~~results~~to ofeffectively ~~operations;~~recruit, qualified personnel, including for key executive positions, could have a material adverse effect on our business.

•a - ~~change~~24 ~~in our dividend or stock repurchase activities;~~ -

~~•developments~~ Table inof ~~our industry or changes in the market for technology stocks;~~ Contents

~~•changes~~We inare ~~rules~~exposed orto, ~~regulations~~and ~~applicable~~may be adversely affected by, interruptions to our ~~business;~~computer and information technology systems and sophisticated cyber-attacks.

•We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third party service providers and are not under our direct control. Our operations routinely involve receiving, storing, processing, and transmitting sensitive information pertaining to our business, customers, suppliers, employees, and other ~~factors~~sensitive matters. Any cyber incidents could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers, ~~including~~employees ~~economic~~or ~~instability~~other persons; and jeopardize the security of our facilities. Because techniques used to obtain unauthorized access, ~~inflation~~or to sabotage systems, ~~labor~~change ~~shortages~~frequently and generally are not recognized until they are launched against a target, ~~supply~~we ~~chain~~may ~~disruptions~~be unable to anticipate these techniques, or to implement adequate preventative measures. Information technology security threats, including security breaches, computer malware, and ~~changes~~other cyber-attacks are increasing in ~~political~~both frequency and sophistication, including as a result of ongoing military conflicts, certain U.S. foreign relations, and increased remote work arrangements, and could create financial liability, subject us to legal or ~~market~~regulatory ~~conditions~~sanctions, or damage our reputation with customers, suppliers, and other stakeholders. We continuously seek to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition, and cash flows.

AIn ~~significant~~addition ~~drop~~to inexperiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our ~~stock~~organization ~~price~~and could ~~expose~~be usused to ~~costly~~undermine ~~and~~our ~~time~~competitive ~~consuming~~advantage ~~litigation,~~or ~~which~~market ~~could~~position. ~~result~~Moreover, inour ~~substantial~~proprietary, ~~costs~~confidential, and/or ~~divert~~sensitive ~~management’s~~information ~~attention~~could ~~and~~be ~~resources~~leaked, ~~resulting~~disclosed, or revealed as a result of or in anconnection ~~adverse~~with ~~effect~~the onuse ~~our~~of ~~business.~~generative artificial intelligence technologies.

~~Also,~~Even ~~given~~if ~~our~~we ~~market~~are ~~capitalization~~not ~~and~~targeted ~~trading volume fluctuations~~directly, itcyberattacks ison ~~possible~~the ~~that~~U.S. ~~there~~government, ~~will~~financial bemarkets, ~~less~~financial ~~market~~institutions, ~~and~~or ~~institutional~~other ~~interest~~businesses, inincluding our ~~shares~~vendors, ~~and~~software ~~that~~creators, wecloud ~~will~~providers, ~~not~~cybersecurity ~~attract~~service ~~substantial~~providers, ~~coverage~~and inother ~~the~~third ~~analyst~~parties ~~community.~~with Aswhom awe ~~result~~work, ~~the trading market for our shares~~ may ~~be less liquid~~occur, ~~making~~and itsuch ~~more~~events ~~difficult~~could ~~for~~disrupt ~~investors~~our tonormal ~~dispose~~business ofoperations ~~their shares at favorable prices,~~ and ~~investors~~networks ~~may~~in ~~have~~the ~~less independent information and analysis available to them concerning our company~~future.

~~Your~~Interruptions ~~percentage~~in ~~ownership of~~ our ~~common~~information ~~stock~~technology ~~may~~systems becould ~~diluted~~adversely inaffect ~~the~~our ~~future~~business.

~~Your~~We ~~percentage~~rely ~~ownership~~on the efficient and uninterrupted operation of complex information technology systems and networks to operate our ~~common~~business. ~~stock~~Any ~~may~~significant besystem ~~diluted~~or network disruption, including, but not limited to, new system implementations, computer viruses, security breaches, facility issues or energy blackouts could have a material adverse impact on our operations and results of operations. Such network disruption could result in a loss of the ~~future~~confidentiality ~~because~~of our intellectual property or the release of ~~equity~~sensitive ~~awards~~competitive ~~that~~information weor ~~expect~~customer ~~will~~or beemployee ~~granted~~personal todata. Any loss of such information could harm our competitive ~~directors~~position, ~~officers~~result in a loss of customer confidence, and ~~employees.~~cause ~~The~~us ~~Vishay~~to ~~Precision~~incur ~~Group,~~significant ~~Inc.~~costs ~~2022~~to ~~Stock~~remedy ~~Incentive~~the ~~Program,~~damages ascaused ~~may~~by bethe ~~amended~~disruptions ~~from~~or ~~time~~security breaches. We have implemented protective measures to ~~time,~~prevent ~~provides~~against ~~for~~and limit the ~~grant~~effects of ~~equity-based~~system ~~awards~~or network disruptions, ~~including~~but ~~restricted~~there ~~stock,~~can ~~restricted~~be ~~stock~~no ~~units,~~assurance ~~stock~~that ~~options,~~such ~~and~~measures ~~other~~will ~~equity-based~~be ~~awards~~sufficient to ~~our~~prevent ~~directors,~~or ~~officers,~~limit the damage from any future disruptions and ~~other~~any ~~employees,~~such ~~advisors~~disruption could have a material adverse impact on our business and ~~consultants.~~results of operations.

Third- 23party service providers, such as subcontractors, distributors and vendors have access to certain portions of our sensitive data. In the event that these service providers do not properly safeguard our data that they hold, security breaches and loss of our data could result. Any such loss of data by our third-party service providers could have a material adverse impact on our business and results of operations.

~~Item~~We ~~1B.~~may ~~UNRESOLVED~~use ~~STAFF~~artificial ~~COMMENTS~~intelligence in our business, and challenges with properly managing its use could adversely affect our business.

~~None~~We may incorporate artificial intelligence (“AI”) solutions into our business, processes, or products, and applications of AI may become important in our operations over time. Our competitors or other third parties may incorporate AI into their businesses more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the types of information that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our implementations of AI.

~~Item~~ - ~~1C.~~25 ~~CYBERSECURITY~~-

~~The~~ Table ~~Company’s Board~~ of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, suppliers, business partners, employees and investors with respect to cybersecurity matters. The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing, assessing, managing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.Contents

~~Risk~~Unexpected ~~Management~~events, such as a natural disaster, could disrupt our operations and ~~Strategy~~adversely affect our results of operations.

AsWe ~~one~~have ofmanufacturing and other facilities in countries around the ~~critical~~world. Unexpected ~~elements~~events, including fires or explosions at facilities; natural disasters, such as flooding, hurricanes, and earthquakes; pandemics; outbreaks of disease or illness; war or terrorist activities; civil unrest; unplanned outages; supply or labor disruptions; and failures of equipment or systems at any of our facilities could adversely affect our results of operation. If adverse conditions were to arise with respect to any of our facilities as a result of a natural disaster or other unexpected event, they may result in customer disruption, physical damage to one or more key operating facilities, the ~~Company’s~~temporary ~~overall~~closure ~~ERM~~of ~~approach~~one or more key operating facilities, the ~~Company’s~~temporary ~~cybersecurity~~disruptions ~~program~~of isinformation ~~focused~~systems, and/or an adverse effect on ~~the~~our ~~following~~results ~~key~~of ~~areas:~~operations.

~~•Governance: As~~Our ~~discussed~~stock inprice ~~more~~could ~~detail~~become ~~under~~more ~~the~~volatile ~~heading “Corporate Governance~~ and ~~Oversight,”~~investments ~~the~~could ~~Board’s~~lose oversight of cybersecurity risk management is supported by the Audit Committee of the Board (the “Audit Committee”), which regularly interacts with and receives reports from the Company’s ERM function, the Vice President of IT and Digital, the Company’s Chief Information Security Officer (“CISO”), and other members of managementvalue.

~~•Collaborative Approach:~~ The ~~Company~~market ~~has~~price ~~integrated~~of ~~cybersecurity~~our ~~risk~~common ~~management~~stock, ~~into~~and ~~its~~the ~~broader~~number ~~risk management framework to promote a Company-wide culture~~ of ~~cybersecurity~~shares ~~risk~~traded ~~management.~~each ~~To that end~~day, ~~the Company~~ has ~~implemented~~experienced asignificant ~~comprehensive,~~fluctuations ~~cross-functional approach to identifying, preventing~~ and ~~mitigating~~may ~~cybersecurity~~continue ~~threats~~to ~~and~~fluctuate ~~incidents,~~significantly. ~~while~~The ~~also~~market ~~implementing~~price ~~controls and procedures that provide~~ for ~~the~~our ~~prompt~~common ~~escalation~~stock ofmay ~~certain~~be ~~cybersecurity~~affected ~~incidents~~by soa ~~that~~number ~~decisions regarding the public disclosure and reporting~~ of ~~such~~factors, ~~incidents~~including, ~~can~~but benot ~~made~~limited ~~by management in a timely manner.~~to:

•~~Technical~~ ~~Safeguards:~~shortfalls ~~The~~in ~~Company~~our ~~deploys~~expected ~~technical~~net ~~safeguards that are designed to protect the Company’s information systems from cybersecurity threats~~revenue, ~~including~~earnings ~~firewalls,~~or ~~intrusion~~key ~~prevention~~performance ~~and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.~~metrics;

•~~Incident~~ ~~Response:~~changes ~~The~~in ~~Company~~recommendations ~~has~~or ~~established~~estimates ~~and~~by ~~maintains~~securities ~~a comprehensive incident response plan that fully address the Company’s response to a cybersecurity incident, and this plan is tested and evaluated on a regular basis.~~analysts;

•~~Third-Party~~ Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the ~~Company’s~~announcement ~~systems, as well as the systems~~ of ~~third~~new ~~parties~~products ~~that~~by ~~could~~us ~~adversely~~or ~~impact~~ our business in the event of a cybersecurity incident affecting those third-party systems. The Company conducts security assessments of all of its electronic information-related third-party service providers before the Company engages them, and the Company maintains policies and procedures to oversee and identify cybersecurity risks associated with its use of third-party service providers.competitors;

•~~Education~~ ~~and~~quarterly ~~Awareness:~~variations ~~The~~in ~~Company~~our ~~provides~~or ~~regular,~~our ~~mandatory training for the Company's personnel regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate the Company~~competitors’s ~~evolving~~results ~~information~~of ~~security policies, standards, processes and practices.~~operations;

~~The~~• ~~Company~~a ~~engages~~change in the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, threat modeling, penetration and vulnerability testing and other exercises focused on evaluating the effectiveness of our ~~cybersecurity~~dividend ~~measures~~or ~~and~~stock ~~planning.~~repurchase The Company regularly engages third parties, including consultants and outside monitoring agencies, to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee during management’s annual update to the Audit Committee and the Board, and the Company updates and adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.activities;

-• 24developments -in our industry or changes in the market for technology stocks;

~~Management’s~~• ~~Role~~changes in ~~Managing~~rules ~~Risk~~or regulations applicable to our business; and

~~The~~• ~~Vice~~other ~~President of IT and Digital~~factors, ~~along~~including ~~with~~economic ~~the CISO~~instability, ~~have developed a strategy and multi-year plan for cybersecurity and regularly update it based on evolving technology trends. The Audit Committee reviews the Company’s information security program~~inflation, ~~including~~labor ~~cybersecurity controls~~shortages, ~~annually~~supply ~~(and/or~~chain ifdisruptions and ~~when~~changes ain ~~significant~~political ~~event~~or ~~occurs~~market ~~as defined by its Incident Management policy)~~conditions. ~~The Audit Committee updates the Board annually and upon request of the Board as detailed under the Corporate Governance and Oversight Section.~~

~~Our~~A ~~Vice~~significant ~~President~~drop ~~of IT and Digital, holds a Bachelor of Science~~ in ~~Computer~~our ~~Science~~stock ~~and~~price ~~brings~~could aexpose ~~wealth~~us ~~of experience from managing IT organizations in large, publicly traded companies, in addition~~ to acostly ~~distinguished~~and ~~background~~time ofconsuming ~~service in the Israeli army~~litigation, ~~where~~which ~~she~~could ~~was~~result ~~responsible for managing classified information. Our CISO has an impressive 20-plus years~~ in ~~the~~substantial ~~field of cybersecurity~~costs, ~~underpinned by a Bachelor's degree specializing in Knowledge~~ and ~~Information~~divert ~~Management. Our CISO'~~management’s ~~extensive~~attention ~~experience includes a period of 12 years during which he was employed by the Government of Israel, where he managed classified information systems~~ and ~~teams~~resources, aresulting ~~role~~in ~~that~~an ~~demands~~adverse ~~the~~effect ~~highest~~on ~~levels~~our ~~of diligence and expertise in information security~~business.

~~Through~~Also, ~~third-party~~given ~~service~~our ~~providers~~market capitalization and ~~attendance~~trading atvolume ~~seminars~~fluctuations, ~~the~~it ~~Vice~~is ~~President~~possible ofthat ITthere will be less market and ~~Digital~~institutional interest in our shares, and ~~CISO~~that ~~are~~we ~~regularly~~will ~~informed~~not ~~about~~attract substantial coverage in the ~~latest~~analyst ~~developments~~community. inAs ~~cybersecurity~~a result, ~~including~~the ~~potential~~trading ~~threats~~market ~~and~~for ~~innovative~~our ~~risk~~shares ~~management~~may ~~techniques.~~be ~~This~~less ~~ongoing~~liquid, ~~knowledge~~making ~~acquisition~~it ~~enhances~~more ~~our~~difficult ~~processes~~for investors to ~~identify,~~dispose ~~prevent,~~of ~~mitigate~~their shares at favorable prices, and ~~remediate~~investors ofmay ~~cybersecurity~~have ~~threats~~less independent information and ~~cybersecurity~~analysis ~~incidents~~available to them concerning our company.

~~Together,~~Your ~~our~~percentage ~~Vice~~ownership ~~President~~ of ITour ~~and~~common ~~Digital~~stock ~~and~~may ~~CISO~~be ~~lead~~diluted ~~a dynamic, cross-functional team that includes relevant stakeholders from all Company divisions. This team plays a pivotal role~~ in ~~raising cybersecurity awareness throughout~~ the ~~Company, ensuring that every employee is informed and cautious about potential cyber threats~~future. They are committed to keeping our Company's management and Board regularly informed on cybersecurity matters, ensuring transparency and proactive management of digital risks. Additionally, they actively collaborate with division managers, participating in divisional management meetings to identify and protect sensitive information. Their involvement at this level ensures that cybersecurity is integrated into every aspect of our operations, aligning with our broader strategic objectives.

ToYour ~~date,~~percentage ~~cybersecurity~~ownership ~~threats,~~of ~~including~~our ascommon astock ~~result~~may be diluted in the future because of ~~any~~equity ~~previous~~awards ~~cybersecurity~~that ~~incidents,~~we ~~have~~expect ~~not~~will ~~materially~~be ~~affected~~granted ~~and~~to our directors, toofficers, ~~the~~and ~~best~~employees. ofThe ~~our~~Vishay ~~knowledge~~Precision Group, ~~are~~Inc. ~~not~~2022 ~~reasonably~~Stock ~~likely~~Incentive Program, as may be amended from time to ~~materially~~time, ~~affect~~provides for the ~~Company~~grant of equity-based awards, including ~~its~~restricted ~~business~~stock, ~~strategy~~restricted stock units, ~~results~~stock ofoptions, ~~operations~~and orother ~~financial~~equity-based ~~condition~~awards to our directors, officers, and other employees, advisors and consultants.

~~Corporate~~Item ~~Governance~~1B. ~~and~~UNRESOLVED ~~Oversight~~STAFF COMMENTS

~~The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain~~None. ~~The Audit Committee is composed of directors who have diverse qualifications and experiences.~~

~~Significant~~ - ~~cybersecurity~~26 matters, and strategic risk management decisions are escalated to the Audit Committee and, as appropriate, the Board, ensuring that such bodies maintain comprehensive oversight and can provide guidance on critical cybersecurity issues.-

~~The~~ Table ~~Audit Committee regularly reports to the Board regarding the Audit Committee’s oversight~~ of ~~cybersecurity matters, such as the periodic assessment and testing of the Company’s policies, standards, processes and practices and the risks identified in such assessment and testing.~~ Contents

Item 21C. ~~PROPERTIES~~CYBERSECURITY

AsThe Company’s Board of ~~December~~Directors 31(the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, ~~2024~~clients, ~~our~~suppliers, ~~major~~business ~~facilities~~partners, ~~consisted~~employees and investors with respect to cybersecurity matters. The Board is actively involved in oversight of: the Company’s enterprise risk management ("ERM") program, and cybersecurity represents an important component of the Company’s overall approach. The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing, assessing, managing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Approx. Available Space (square feet)	United States	Other Countries	Total
Owned facilities	226,000	471,150	697,150
Leased facilities	73,000	287,792	360,792
Total facilities	299,000	758,942	1,057,942

Risk Management and Strategy

~~Our~~As ~~leased~~one ~~facility~~of inthe ~~Modi'in~~critical ~~Israel~~elements ~~represents~~of ~~approximately~~the ~~42%~~Company’s ofREM program, the ~~total~~Company’s ~~leased~~approach ~~square~~to ~~footage~~cybersecurity inis ~~Other~~focused ~~Countries.~~on the following key areas:

~~Our~~• ~~corporate~~Governance: ~~headquarters~~As ~~are~~discussed ~~located~~in atmore 3detail ~~Great~~under ~~Valley~~the ~~Parkway~~heading “Corporate Governance and Oversight,” ~~Suite~~the ~~150~~Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board (the “Audit Committee”), ~~Malvern~~which regularly interacts with and receives reports from the Company’s ERM function, PAthe ~~19355~~Vice President of IT and Digital, the Company’s Chief Information Security Officer (“CISO”), and other members of management.

• Collaborative Approach: The Company has integrated cybersecurity risk management into its broader risk management framework to promote a Company-wide 25culture of cybersecurity risk management. To that end, the Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

In• ~~the~~Technical ~~opinion~~Safeguards: ofThe ~~management,~~Company ~~our~~deploys ~~properties~~technical ~~and~~safeguards ~~equipment~~that ~~generally~~ are indesigned ~~good~~to ~~operating~~protect ~~condition~~the ~~and~~Company’s ~~are~~information ~~adequate~~systems ~~for~~from ~~our~~cybersecurity ~~present~~threats, ~~needs.~~including Wefirewalls, dointrusion ~~not~~prevention ~~anticipate~~and ~~difficulty~~detection insystems, ~~renewing~~anti-malware ~~leases~~functionality asand ~~they~~access ~~expire~~controls, orwhich inare ~~finding~~evaluated ~~alternative~~and ~~facilities~~improved through vulnerability assessments and cybersecurity threat intelligence.

~~Item~~• 3.Incident ~~LEGAL~~Response: ~~PROCEEDINGS~~The Company has established and maintains a comprehensive incident response plan that fully addresses the Company’s response to a cybersecurity incident, and this plan is tested and evaluated on a regular basis.

• Third-Party Risk Management: The Company ismaintains ~~subject~~a comprehensive, risk-based approach to ~~various~~identifying ~~legal~~and ~~proceedings~~overseeing ~~that~~cybersecurity ~~constitute~~risks ~~ordinary~~presented by third parties, ~~routine~~including ~~litigation~~vendors, ~~incidental~~service toproviders ~~its~~and ~~business.~~other ~~The~~external users of the Company’s ~~believes~~systems, ~~that~~as well as the ~~foregoing~~systems ~~matters~~of ~~will~~third ~~not~~parties ~~have~~that acould ~~material~~adversely ~~adverse~~impact ~~effect~~our onbusiness in the event of a cybersecurity incident affecting those third-party systems. The Company’s ~~business~~conducts orsecurity assessments of its ~~financial~~electronic ~~condition,~~information-related ~~results~~third-party ofservice ~~operations~~providers before the Company engages them, orand ~~cash~~the ~~flows~~Company maintains policies and procedures to oversee and identify cybersecurity risks associated with its use of third-party service providers.

~~Item~~• 4Education and Awareness: The Company provides regular, mandatory training for the Company's personnel regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices. ~~MINE~~The ~~SAFETY~~company ~~DISCLOSURES~~has gone through extensive maturity assessment for cybersecurity by an external auditor which was conducted against the NIST cybersecurity framework ( CSF ) 2.0 And CMMC level 2.0 which was introduced to management and resulted in a multi-year strategic plan for continues improvement in the various field of security.

~~Not~~The ~~applicable~~Company engages in the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, threat modeling, penetration and vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The Company regularly engages third parties, including consultants and external SOC & MDR experts in monitoring 24/7 for security events and handling them in accordance with the Company's policies and procedures, providing cyber intelligence and threat hunting on the Company’s assets and also performing assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee regularly, including during management’s annual update to the Audit Committee and the Board, and the Company updates and adjusts its cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

- 27 26 -

~~PART~~ Table IIof Contents

~~Item 5. MARKET FOR REGISTRANT~~Management’Ss ~~COMMON~~Role ~~EQUITY,~~in ~~RELATED~~Managing ~~STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~Risk

~~Our common stock is listed on the New York Stock Exchange under the symbol VPG.~~ The ~~Board~~Vice President of ~~Directors~~IT ~~may~~and ~~only~~Digital, ~~declare~~along ~~dividends or other distributions~~ with ~~respect to~~ the ~~common~~CISO, ~~stock~~have ordeveloped ~~the~~a ~~Class~~strategy Band ~~convertible~~multi-year ~~common~~plan ~~stock~~for ifcybersecurity itand ~~grants~~regularly ~~such~~update ~~dividends~~it orbased ~~distributions~~on inevolving ~~the~~technology ~~same~~trends. ~~amount,~~The ~~per~~Audit ~~share,~~Committee ~~with~~reviews ~~respect to~~ the ~~other~~Company’s ~~class~~cybersecurity ofpolicies, ~~stock.~~standards, ~~Stock~~processes ~~dividends~~and ~~or distributions~~practices, onincluding ~~any~~cybersecurity ~~class of stock~~controls, ~~are~~annually ~~payable~~(and ~~only~~if inand ~~shares~~when ofa ~~stock~~significant ofevent ~~that~~occurs ~~class.~~as ~~Shares~~defined ofby ~~either~~its ~~common~~Incident ~~stock~~Management orpolicy). ~~Class~~The BAudit ~~convertible~~Committee ~~common~~updates ~~stock cannot be split, divided, or combined unless~~ the ~~other~~Board isat ~~also~~least ~~split,~~annually ~~divided,~~and orupon ~~combined~~request ~~equally. Holders~~ of ~~record~~the ofBoard ~~our~~as ~~common~~detailed ~~stock~~under ~~totaled~~the ~~approximately~~Corporate ~~676~~Governance atand ~~February 25,~~Oversight ~~2025~~Section.

WeOur ~~have~~Vice ~~two~~President ~~classes~~ of ~~common~~IT ~~stock: common stock~~ and ~~Class~~Digital, Bholds ~~convertible~~a ~~common~~Bachelor ~~stock. The holders~~ of ~~common~~Science ~~stock~~in ~~are~~Computer ~~entitled~~Science toand ~~one~~brings ~~vote~~a ~~for~~wealth ~~each share held, while the holders~~ of ~~Class~~experience Bfrom ~~convertible~~managing ~~common~~IT ~~stock~~organizations ~~are~~in ~~entitled~~large, topublicly 10traded ~~votes for each share held. At February 25~~companies, ~~2025,~~in weaddition ~~had~~to ~~outstanding~~a ~~1,022,887~~distinguished ~~shares~~background of ~~Class~~service Bin ~~convertible~~the ~~common~~Israeli ~~stock~~army, ~~par~~where ~~value~~she ~~$0.10~~was ~~per~~responsible ~~share.~~for ~~Currently,~~managing ~~the~~classified ~~holders of VPG’s Class B convertible common stock hold approximately 45~~information.5% ofOur ~~the~~CISO ~~voting~~has ~~power~~an ofimpressive ~~our~~20-plus ~~Company.~~years ~~Mrs.~~in ~~Ruta Zandman,~~ the ~~widow~~field of ~~the~~cybersecurity ~~late~~and ~~founder~~information ~~of our~~ technology, ~~Dr.~~underpinned ~~Felix~~by ~~Zandman, controls the voting of, solely or on~~ a ~~shared~~Bachelor's ~~basis~~degree ~~with~~specializing ~~Marc~~in ~~Zandman~~Information ~~(Dr~~Management. ~~Felix~~Our ~~Zandman~~CISO's ~~son~~extensive ~~and~~experience includes a ~~member~~period of ~~our~~over ~~Board~~10 ofyears ~~Directors)~~during ~~and~~which ~~Ziv~~he ~~Shoshani~~was ~~(Mrs.~~employed ~~Ruta~~by ~~Zandman's~~the ~~nephew,~~various ~~our~~large ~~Chief~~organizations ~~Executive~~in ~~Officer and a member of our Board of Directors)~~Israel, ~~approximately~~where ~~76.9%~~he ofmanaged ~~our~~critical ~~Class~~information Bsystems ~~convertible~~and ~~common stock~~teams, ~~representing~~a ~~35.0%~~role ofthat demands the ~~total~~highest ~~voting~~levels ~~power~~ of ~~our~~diligence ~~capital~~and ~~stock~~expertise asin ofinformation ~~December 31, 2024~~security.

~~The~~Through ~~following~~third-party ~~table~~service ~~provides~~providers ~~information~~and ~~about~~attendance ~~repurchases~~at ofseminars, the ~~Company's~~Vice ~~common~~President ~~stock~~of ~~during~~IT and Digital and CISO are regularly informed about the ~~twelve-month~~latest ~~period~~developments ~~ended~~in ~~December 31~~cybersecurity, ~~2024~~including potential threats and innovative risk management techniques. This ongoing knowledge acquisition enhances our processes to identify, prevent, mitigate and remediate cybersecurity threats and cybersecurity incidents.

	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans (a)
January 1, 2024 to March 30, 2024	84,765	$	32.50	84,765	241,609
March 31, 2024 - June 29, 2024	96,710	$	32.39	96,710	144,899
June 30, 2024 - September 28, 2024	63,227	$	30.50	63,227	—
September 29, 2024 - December 31, 2024	—	$	—	—	—
Total	244,702			244,702
(a) On August 8, 2022, the Board of Directors (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, and the Board authorized purchases thereunder to be made through an issuer repurchase plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), open market purchases or private transactions, in accordance with the applicable federal securities laws, including Rule 10b-18 under the Exchange Act. On August 8, 2023, the Company announced that its Board of Directors 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 under the Stock Repurchase.

Together, our Vice President of IT and Digital and CISO lead a dynamic, cross-functional team that includes relevant stakeholders from all Company divisions. This team plays a pivotal role in raising cybersecurity awareness throughout the Company. They are committed to keeping our Company's management and Board regularly informed on cybersecurity matters, contributing to transparency and proactive management of digital risks. Additionally, they actively collaborate with division managers, participating in divisional management meetings to identify and protect sensitive information. Their involvement at this level is aimed at integrating cybersecurity into every aspect of our operations, aligning with our broader strategic objectives.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and, to the best of our knowledge, are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.

-Corporate 27Governance -and Oversight

~~Stock~~The ~~Performance~~Audit ~~Graph~~Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of directors who have diverse qualifications and experience.

~~The~~Significant ~~graph~~cybersecurity ~~and table below compare the cumulative total stockholder return on the Company’s common stock over a five year period~~matters, ~~with the returns on the Russell 2000 Stock Index,~~ and astrategic ~~peer~~risk ~~group of companies selected by our~~ management. ~~The~~decisions ~~peer group is made up of eight publicly held manufacturers of sensors, sensor-based equipment, and sensor-based systems. Management believes that the product offerings of the peer group companies~~ are ~~more~~escalated ~~similar~~ to ~~our product offerings than those of~~ the ~~companies~~Audit ~~contained~~Committee inand, ~~any~~as ~~published~~appropriate, ~~industry index. The return of each new peer issuer has been weighted according to~~ the ~~respective issuer’s stock market capitalization. The graph and table assume that $100 had been invested at December 31~~Board, ~~2019,~~ensuring ~~and~~ that ~~all~~such ~~dividends~~bodies ~~were~~maintain ~~reinvested.~~comprehensive ~~The~~oversight ~~graph~~ and ~~table~~can ~~are~~provide ~~not~~guidance ~~necessarily~~on ~~indicative~~critical ofcybersecurity ~~future investment performance~~issues.

		12/31/19	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24
Vishay Precision Group, Inc.	Cumulative $	100.00	92.59	109.18	113.66	100.18	69.00
Russell 2000 Index	Cumulative $	100.00	119.96	137.74	109.58	128.14	142.92
Peer Group	Cumulative $	100.00	106.68	119.69	95.30	118.23	105.02

The Audit Committee regularly reports to the Board regarding the Audit Committee’s oversight of cybersecurity matters, such as the periodic assessment and testing of the Company’s policies, standards, processes and practices and the risks identified in such assessment and testing.

*The - ~~management~~28 ~~selected peer group includes: CTS Corp., Luna Innovations Inc., inTEST Corporation, Kyowa, Spectris plc, TT Electronics plc, FARO Technologies Inc., ESCO Technologies Inc.~~-

~~Item~~ Table ~~6. [Reserved]~~of Contents

-Item 282. -PROPERTIES

~~Item~~As 7.of ~~MANAGEMENT'S~~December ~~DISCUSSION~~31, ~~AND~~2025, ~~ANALYSIS~~our OFmajor ~~FINANCIAL~~facilities ~~CONDITION~~consisted ~~AND RESULTS OF OPERATIONS~~of:

Overview

Approx. Available
Space (square feet)	United States		Other Countries		Total
Owned facilities		169,000		498,000		667,000
Leased facilities		142,000		287,000		429,000
Total facilities		311,000		785,000		1,096,000

~~VPG~~Our isleased afacility ~~global~~in ~~leader~~ Modi'in ~~precision~~Israel ~~measurement~~represents ~~and~~approximately ~~sensing~~33% ~~technologies~~of ~~that help power~~ the ~~future~~total byleased ~~bridging~~square ~~the~~footage ~~physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-~~in” byOther ~~our customers, and address growing applications across a diverse array of industries and markets~~Countries. 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~~Our bycorporate ~~the~~headquarters continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and technology-driven 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~~located at 851 ~~the~~Duportail ~~first stage of a data value chain (i.e.~~Road, ~~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~~2nd Floor, ~~high-value downstream processes. Over the past few years~~Chesterbrook, wePA ~~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~~19087. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including test and measurement, industrial, transportation, steel, avionics, military and space, as well as other markets such as agriculture, consumer, and medical. 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~~In ~~impact~~the opinion of ~~the~~management, ~~recent~~our ~~Israel-Hamas~~properties ~~war~~and equipment generally are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing leases as they expire, or in finding alternative facilities.

InItem ~~October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets~~3. ~~resulting~~LEGAL in extensive casualties and military engagement. In addition, Hezbollah, another terrorist organization based in Lebanon began attacking Israel. While Israel has entered into ceasefire agreements with Hamas and Hezbollah, the threat of new attacks remains, including from additional extremist groups.PROCEEDINGS

AsThe ofCompany ~~February 25,~~is ~~2025~~subject ~~(the~~to ~~date~~various oflegal ~~this~~proceedings ~~filing),~~that ~~our~~constitute ~~operations~~ordinary, inroutine ~~Israel~~litigation ~~have~~incidental ~~operated~~to atits ~~normal levels~~business. The ~~extent~~Company ~~and~~believes ~~duration~~that of the ~~current~~foregoing ~~war,~~matters aswill ~~well~~not ashave ~~the~~a ~~possibility~~material ofadverse ~~further~~effect ~~spread~~on of the ~~conflict~~Company’s tobusiness ~~other~~or ~~countries~~its infinancial ~~the region as well as involving other political and military entities in the Middle East~~condition, ~~poses~~results ~~risks~~of ~~to our~~ operations ~~and may lead to disruptions which could adversely affect our business~~, ~~prospects,~~or ~~financial~~cash ~~condition and results of operations~~flows.

~~While~~Item sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel which manufacture products representing approximately 26 percent of our total worldwide revenues4. As ofMINE ~~February 25,~~SAFETY 2025, these facilities remain open and operational. We have implemented a contingency plan that we believe will secure supply of materials and logistics, build safety stock of finished goods and transfer these goods to our distribution centers outside of Israel, and we continue to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the war, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.DISCLOSURES

~~Overview~~Not ~~of Financial Results~~applicable.

~~VPG~~ - ~~reports~~29 in three product segments: Sensors segment, Weighing Solutions segment, and Measurement Systems segment. The Sensors reporting 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 reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.-

~~Net~~ Table ~~revenues for the year ended December 31, 2024 were $306.5 million compared to net revenues~~ of $355.0 million for the year ended December 31, 2023. Net earnings attributable to VPG stockholders for the year ended December 31, 2024 were $9.9 million, or $0.74 per diluted share, compared to $25.7 million, or $1.88 per diluted share, for the year ended December 31, 2023. Contents

~~The~~PART results of operations for the years ended December 31, 2024 and 2023 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance II

-Item 295. -MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

~~with~~Our ~~U.S.~~common ~~generally~~stock ~~accepted~~is ~~accounting~~listed ~~principles~~on ~~("GAAP"),~~the ~~including~~New ~~adjusted~~York ~~gross~~Stock ~~profits,~~Exchange ~~adjusted~~under ~~gross~~the ~~profit~~symbol ~~margin,~~VPG. ~~adjusted~~The ~~operating~~Board ~~income,~~of ~~adjusted~~Directors ~~operating~~may ~~margin,~~only ~~adjusted~~declare ~~net~~dividends ~~earnings,~~or ~~adjusted~~other ~~net~~distributions ~~earnings~~with ~~per~~respect ~~diluted~~to ~~share,~~the ~~EBITDA,~~common ~~and~~stock ~~adjusted~~or ~~EBITDA. These~~the ~~non-GAAP~~Class ~~measures~~B ~~should~~convertible ~~not~~common bestock ~~viewed~~if asit angrants ~~alternative to GAAP measures of performance. Non-GAAP measures~~ such asdividends ~~adjusted~~or ~~gross~~distributions ~~profits,~~in ~~adjusted~~the ~~gross~~same ~~profit margin~~amount, ~~adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings~~ per ~~diluted~~ share, ~~EBITDA,~~with ~~and~~respect ~~adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable~~ to ~~similarly~~the ~~titled measures used by~~ other ~~companies. Management~~class ~~believes~~of ~~that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period~~stock. ~~The~~Stock ~~adjustments~~dividends ~~to the applicable GAAP measures relate to occurrences~~ or ~~events~~distributions, ~~that~~on ~~are~~any ~~outside~~class of ~~our core operations~~stock, ~~and~~are ~~management~~payable ~~believes~~only ~~that~~in ~~the~~shares ~~use~~ of ~~these~~stock ~~non-GAAP~~of ~~measures~~that ~~provides~~class. aShares ~~consistent~~of ~~basis~~either tocommon ~~evaluate~~stock ~~our~~or ~~operating~~Class ~~profitability~~B ~~and~~convertible ~~performance~~common ~~trends~~stock ~~across~~cannot ~~comparable~~be ~~periods. In~~split, ~~addition~~divided, ~~the Company has historically provided these~~ or ~~similar~~combined ~~non-GAAP~~unless ~~measures and understands that some investors and financial analysts find this information helpful in analyzing~~ the ~~Company’s~~other ~~performance~~is ~~and~~also insplit, ~~comparing~~divided, ~~the~~or ~~Company’s~~combined ~~financial~~equally. ~~performance~~Holders toof ~~that~~record of ~~its~~our ~~peer~~common ~~companies~~stock ~~and~~totaled ~~competitors.~~approximately ~~Management~~676 ~~believes~~at ~~that~~February ~~the~~26, ~~Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results~~2026.

We have two classes of common stock: common stock and Class B convertible common stock. The ~~items~~holders ~~affecting~~of ~~comparability~~common stock are ~~(dollars~~entitled into ~~thousands~~one vote for each share held, ~~except~~while the holders of Class B convertible common stock are entitled to 10 votes for each share held. At February 26, 2026, we had outstanding 1,022,887 shares of Class B convertible common stock, par value $0.10 per share. ~~amounts~~Currently, the holders of VPG’s Class B convertible common stock hold approximately 45.5% of the voting power of our Company. Mrs. Ruta Zandman, the widow of the late founder of our technology, Dr. Felix Zandman, controls the voting of, solely or on a shared basis with Marc Zandman (Dr. Felix Zandman's son): and Ziv Shoshani (Mrs. Ruta Zandman's nephew, our Chief Executive Officer and a member of our Board of Directors), approximately 76.9% of our Class B convertible common stock, representing 35.0% of the total voting power of our capital stock as of December 31, 2025.

	Gross Profit						Operating Income						Net Earnings Attributable to VPG Stockholders				Diluted Earnings Per share
Fiscal Year Ended December 31,	2024			2023			2024			2023			2024		2023		2024		2023
As reported - GAAP	125,532			150,342			16,864			41,954			$	9,911	$	25,707	$	0.74	$	1.88
As reported - GAAP Margins	41.0		%	42.3		%	5.5		%	11.8		%	—		—		—		—
Acquisition purchase accounting adjustments (a)	79			335			79			335			79		335		0.01		0.02
Acquisition costs (b)	—			—			101			—			101		—		0.01		—
Restructuring costs	—			—			1,062			1,560			1,062		1,560		0.08		0.11
Foreign exchange (gain)/loss (c)	—			—			—			—			(1,879)		822		(0.14)		0.06
Less: Tax effect of reconciling items and discrete tax items	—			—			—			—			(3,079)		(1,245)		(0.24)		(0.10)
As Adjusted - Non GAAP	$	125,611		$	150,677		$	18,453		$	43,849		$	12,700	$	29,669	$	0.95	$	2.17
As Adjusted - Non GAAP Margins	41.0		%	42.4		%	6.0		%	12.4		%

- 30 -

	Year ended
	December 31, 2024			December 31, 2023
Net earnings attributable to VPG stockholders	$	9,911		$	25,707
Interest Expense	2,512			3,974
Income tax expense	7,730			12,426
Depreciation	12,022			11,798
Amortization	3,783			3,752
EBITDA	$	35,958		$	57,657
EBITDA MARGIN	11.7		%	16.2		%
Acquisition purchase accounting adjustments (a)	79			335
Acquisition costs (b)	101			—
Restructuring costs	1,062			1,560
Severance cost	347			—
Foreign exchange (gain) loss (c)	(1,879)			822
ADJUSTED EBITDA	35,668			60,374
ADJUSTED EBITDA MARGIN	11.6		%	17.0		%

Table of Contents

~~(a) Acquisition~~Stock ~~purchase~~Performance ~~accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold.~~Graph

~~(b) Acquisition~~The ~~costs~~graph ~~associated~~and table below compare the cumulative total stockholder return on the Company’s common stock over a five year period, with the ~~acquisition~~returns on the Russell 2000 Stock Index, and a peer group of ~~Nokra~~companies selected by our management. The peer group is made up of eight publicly held manufacturers of sensors, sensor-based equipment, and sensor-based systems. Management believes that the product offerings of the peer group companies are more similar to our product offerings than those of the companies contained in ~~September~~any ~~2024~~published industry index. The return of each new peer issuer has been weighted according to the respective issuer’s stock market capitalization. The graph and table assume that $100 had been invested at December 31, 2020, and that all dividends were reinvested. The graph and table are not necessarily indicative of future investment performance.

		12/31/20		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
Vishay Precision Group, Inc.	Cumulative $		100.00		117.92		122.76		108.20		74.53		122.24
Russell 2000 Index	Cumulative $		100.00		114.82		91.35		106.82		119.14		134.40
Peer Group	Cumulative $		100.00		112.20		89.34		110.83		98.45		144.63

-* 30The -management selected peer group includes: CTS Corp., Luna Innovations Inc., inTEST Corporation, Kyowa, Spectris plc, TT Electronics plc, FARO Technologies Inc., ESCO Technologies Inc.

~~Financial~~* ~~Metrics~~Faro Technologies Inc.’s common stock was delisted from Nasdaq on July 21, 2025 following its acquisition by AMETEK Inc., and Spectris plc shares were delisted on December 5, 2025 from the London Stock Exchange following its acquisition by KKR. We have included them in the graph up to their respective last trading day.

WeItem ~~utilize several financial measures and metrics to evaluate the performance and assess the future direction of our business~~6. ~~These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover.~~[Reserved]

Gross profit margin is gross profit shown 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 clearly a function of net revenues, but also reflects our cost -~~cutting~~ ~~programs~~31 ~~and our ability to contain fixed costs.~~-

~~End-of-period~~ Table ~~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, the backlog is not necessarily indicative of the results to be expected for future periods.Contents

~~Another~~Item ~~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 product that we ship during that period~~7. AMANAGEMENT'S ~~book-to-bill~~DISCUSSION ~~ratio~~AND ~~that~~ANALYSIS isOF ~~greater~~FINANCIAL ~~than~~CONDITION ~~one~~AND ~~indicates~~RESULTS ~~that~~OF demand is higher than current revenues and manufacturing capacities, and it indicates that we may generate increasing revenues in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand compared to existing revenues and current capacities and may foretell declining sales.OPERATIONS

We focus on our inventory turnover as a measure of how well we are managing 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.Overview

~~The~~VPG ~~quarter-to-quarter~~is ~~trends~~a global leader in ~~these~~precision ~~financial~~measurement ~~metrics~~and ~~can~~sensing ~~also~~technologies bethat anhelp ~~important~~power ~~indicator~~the offuture by bridging the ~~likely~~physical ~~direction~~world ofwith ~~our~~the ~~business~~digital one. ~~The~~Many ~~following~~of ~~table~~our ~~shows~~specialized ~~net revenues~~sensors, ~~gross~~weighing ~~profit margin~~solutions, ~~the~~and ~~end-of-period~~measurement ~~backlog,~~systems ~~the~~are ~~book~~“designed-~~to-bill~~in” ~~ratio~~by our customers, and ~~the~~address ~~inventory~~growing ~~turnover~~applications ~~for~~across ~~our~~a ~~business~~diverse asarray aof ~~whole~~industries ~~during~~and ~~the~~markets. ~~five~~Our ~~quarters~~products ~~beginning~~are ~~with~~marketed ~~the~~under ~~fourth~~brand ~~quarter~~names ofthat ~~2023~~we ~~and~~believe ~~through~~are ~~the~~characterized ~~fourth~~as ~~quarter~~having ofa ~~2024~~very ~~(dollars~~high inlevel ~~thousands):~~of precision and quality.

	4th Quarter			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
	2023			2024			2024			2024			2024
Net revenues	$	89,528		$	80,783		$	77,359		$	75,727		$	72,653
Gross profit margin	43.0		%	43.4		%	41.9		%	40.0		%	38.2		%
End-of-period backlog	$	117,300		$	109,603		$	104,858		$	100,191		$	96,189
Book-to-bill ratio	0.84			0.93			0.95			0.91			1.00
Inventory turnover	2.27			2.05			1.99			2.01			2.06

-As 31of -February 27, 2026 (the date of this filing), following the recent war in Isarel, our operations in Israel have operated at normal levels, as well as the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

	4th Quarter			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
	2023			2024			2024			2024			2024
Sensors
Net revenues	$	34,259		$	29,414		$	28,869		$	28,201		$	25,755
Gross profit margin	40.2		%	36.5		%	38.3		%	31.0		%	32.0		%
End-of-period backlog	$	49,000		$	45,024		$	41,627		$	39,995		$	39,605
Book-to-bill ratio	0.85			0.91			0.90			0.89			1.04
Inventory turnover	2.36			2.09			2.02			2.28			2.15
Weighing Solutions
Net revenues	$	30,438		$	28,845		$	27,447		$	25,174		$	25,739
Gross profit margin	35.6		%	39.1		%	37.6		%	35.1		%	34.1		%
End-of-period backlog	$	28,800		$	27,109		$	25,077		$	25,590		$	28,003
Book-to-bill ratio	0.91			0.95			0.93			1.00			1.12
Inventory turnover	2.46			2.31			2.20			2.10			2.35
Measurement Systems
Net revenues	$	24,831		$	22,524		$	21,043		$	22,352		$	21,160
Gross profit margin	56.0		%	58.1		%	52.4		%	56.8		%	50.9		%
End-of-period backlog	$	39,500		$	37,470		$	38,154		$	34,605		$	28,581
Book-to-bill ratio	0.73			0.94			1.04			0.82			0.78
Inventory turnover	1.87			1.62			1.65			1.55			1.62

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

~~Net~~Overview ~~revenues~~ of ~~$72.7~~Financial million for the fourth quarter of 2024 decreased 4.1% from the net revenues of $75.7 million reported in the third quarter of 2024, and decreased 18.8% from $89.5 million for the comparable prior year period. Results

~~Net~~VPG ~~revenues~~reports in ~~the~~three product segments: Sensors segment, ofWeighing ~~$25.8~~Solutions ~~million~~segment, inand ~~the~~Measurement ~~fourth~~Systems ~~quarter~~segment. ofThe ~~2024~~Sensors ~~decreased~~reporting ~~8.7%~~segment ~~from~~is ~~$28.2~~comprised ~~million~~of in the ~~third~~foil ~~quarter~~resistor ~~of 2024,~~ and ~~decreased~~strain ~~24.8%~~gage ~~from~~operating ~~$34~~segments.3 ~~million~~The inWeighing ~~the~~Solutions ~~fourth~~segment ~~quarter~~is ofcomprised ~~2023. Sequentially, the decline in revenues primarily reflected lower sales~~ of ~~advanced~~specialized ~~sensors~~modules ~~in our Other markets for consumer applications~~ and ~~lower~~systems ~~precision~~used ~~resistor~~to ~~sales~~precisely inmeasure ~~the~~weight, ~~Test~~force torque, and ~~Measurement market~~pressure. The ~~year-over-year~~Measurement ~~decrease~~Systems inreporting ~~revenues~~segment ~~was~~is ~~primarily~~comprised ~~attributable to lower sales~~ of ~~precision~~highly ~~resistors~~specialized insystems ~~the~~for ~~Test~~steel &production, ~~Measurement~~materials ~~market~~development, and ~~lower~~safety ~~sales of advanced sensors in our Other markets for consumer applications~~testing.

Net revenues infor the ~~Weighing~~year ~~Solutions~~ended ~~segment~~December of31, ~~$25.7~~2025 ~~million~~were ~~in the fourth quarter of 2024 increased 2~~$307.2% million compared to net revenues of $25306.25 million infor the ~~third~~year ~~quarter~~ended ofDecember 31, 2024. ~~The~~Net ~~sequential~~earnings ~~increase~~attributable into ~~revenues~~VPG ~~reflected~~stockholders ~~higher~~for ~~revenue~~the inyear ~~our~~ended ~~Industrial~~December ~~Weighing~~31, ~~market~~2025 ~~and~~were in$5.3 ~~our Other markets~~million, ~~which~~or ~~offset~~$ ~~lower revenue in the Transportation market~~0. ~~Net~~40 per ~~revenues~~diluted inshare, ~~the fourth quarter of 2024 decreased 15.4%~~ compared to $309.49 million, inor ~~the~~$ ~~fourth~~0.74 per ~~quarter~~diluted ofshare, ~~2023 mainly due to lower revenues in our Other markets from OEM customers~~ for ~~precision agriculture and construction applications and lower revenues in~~ the ~~Transportation~~year ~~and~~ended ~~General~~December ~~Industrial~~31, ~~markets~~2024.

Net revenues in the Measurement Systems segment of $21.2 million in the fourth quarter of 2024 decreased 5.3% from $22.4 million in the third quarter of 2024 and decreased 14.8% from $24.8 million in the fourth quarter of 2023. The sequential decline in revenue was primarily attributable to lower sales of DSI products, which was partially offset by the added revenues related to the acquisition of Nokra on September 30, 2024. The year -~~over-year~~ ~~decline~~32 ~~in revenues was primarily attributable to lower sales of DTS products, which offset the added revenue related to the acquisition of Nokra on September 30, 2024.~~-

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

~~Sequentially,~~The ~~gross~~results ~~profit~~of ~~margins~~operations ~~improved~~for in the ~~Sensors~~years ~~segment~~ended December 31, ~~decreased~~2025 inand ~~the~~2024 ~~Weighing~~include ~~Solutions~~items ~~segment,~~affecting ~~and~~comparability ~~decreased~~as listed in the ~~Measurement~~reconciliations ~~Systems~~below. ~~segments~~The reconciliations below include certain financial measures which are not recognized in accordance with U.S. ~~Sequentially~~generally accepted accounting principles ("GAAP"), ~~the~~including ~~increase~~adjusted ingross profits, adjusted gross profit margin, inadjusted ~~the~~operating ~~Sensors~~income, ~~segment~~adjusted ~~was~~operating ~~primarily~~margin, ~~due~~adjusted tonet ~~improved~~earnings, ~~manufacturing~~adjusted ~~efficiencies~~net earnings per diluted share, ~~which~~EBITDA, ~~offset~~and ~~the~~adjusted ~~impact~~EBITDA. ofThese ~~lower~~non-GAAP ~~volume~~measures should not be viewed as an alternative to GAAP measures of performance. ~~The~~Non-GAAP ~~decrease~~measures insuch 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 ~~Weighing~~relevant ~~Solutions~~period. ~~segment~~The ~~was~~adjustments ~~primarily~~to ~~due~~the applicable GAAP measures relate to ~~higher~~occurrences ~~material~~or ~~costs~~events that are outside of our core operations, and management believes that the ~~reduction~~use inof ~~inventory~~these ~~which~~non-GAAP ~~offset~~measures ~~higher~~provides ~~volume~~a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the ~~Measurement~~Company ~~Systems~~has ~~segment,~~historically ~~the~~provided ~~lower~~these ~~adjusted~~or ~~gross~~similar ~~profit~~non-GAAP ~~margin~~measures and understands that some investors and financial analysts find this information helpful in analyzing the ~~fourth~~Company’s ~~quarter~~performance ofand ~~2024~~in ~~reflected~~comparing ~~lower~~the ~~volume~~Company’s financial performance to that of its peer companies and ~~unfavorable~~competitors. ~~product~~Management ~~mix~~believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.

-The 32items -affecting comparability are (dollars in thousands, except per share amounts):

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

													Net Earnings Attributable to
	Gross Profit						Operating Income						VPG Stockholders					Diluted Earnings Per share
Fiscal Year Ended December 31,	2025			2024			2025			2024			2025		2024			2025		2024
As reported - GAAP		119,430			125,532			13,847			16,864		$	5,293	$	9,911		$	0.40	$	0.74
As reported - GAAP Margins		38.9	%		41.0	%		4.5	%		5.5	%		—		—			—		—
Start-up costs (a)		757			—			757			—			757		—			0.06		—
Acquisition purchase accounting adjustments (b)		221			79			221			79			221		79			0.02		0.01
Acquisition costs (c)		—			—			—			101			—		101			—		0.01
Restructuring costs		—			—			1,490			1,062			1,490		1,062			0.11		0.08
Severance cost		—			—			443			347			443		347			0.03		—
Foreign exchange loss/(gain) (d)		—			—			—			—			4,214		(1,879	)		0.32		(0.14	)
Less: Gain on asset held for sale (e)		—			—			5,544			—			5,544		—			0.42		—
Less: Tax effect of reconciling items and discrete tax items		—			—			—			—			353		(3,079	)		0.03		(0.24	)
As Adjusted - Non GAAP	$	120,408		$	125,611		$	11,214		$	18,453		$	6,521	$	12,700		$	0.49	$	0.95
As Adjusted - Non GAAP Margins		*39.2*	%		41.0	%		*3.7*	%		6.0	%

~~Operationally~~ - ~~Diversified~~33 -

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

Optimize Core Competence

	Year ended
	December 31, 2025			December 31, 2024
Net earnings attributable to VPG stockholders	$	5,293		$	9,911
Interest Expense		1,937			2,512
Income tax expense		3,455			7,730
Depreciation		11,991			12,022
Amortization		3,930			3,783
Restructuring costs		1,490			1,062
Severance cost		443			347
Start-up costs (a)		757			—
Acquisition purchase accounting adjustments (b)		221			79
Acquisition costs (c)		—			101
Foreign exchange loss (gain)(d)		4,214			(1,879	)
Gain on asset held for sale (e)		(5,544	)		—
ADJUSTED EBITDA	$	28,187		$	35,668
ADJUSTED EBITDA MARGIN		9.2	%		11.6	%

~~The~~(a) ~~Company’s core competencies include our innovative deep technical and applications~~Start-~~specific~~up ~~expertise,~~cost 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. 2025

~~Our~~(b) Acquisition ~~Sensors~~purchase ~~segment~~accounting ~~research~~adjustments ~~group~~include ~~developed~~fair ~~innovations~~market ~~that~~value ~~enhance~~adjustments ~~the~~associated ~~capability~~with ~~and~~inventory ~~performance~~recorded ~~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~~component ~~automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins. As a sign~~ of ~~our~~costs ~~commitment to these businesses, we signed a long-term lease for a state-~~of~~-the-art~~ ~~facility~~products ~~that has been constructed in Israel and fully transitioned to this facility in the third quarter of fiscal 2021.~~ sold

~~Our~~(c) ~~design,~~Acquisition ~~research,~~costs ~~and~~associated ~~product development teams, in partnership~~ with ~~our~~the ~~marketing~~acquisition ~~teams,~~of ~~drive~~Nokra 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~~September ~~that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function.~~2024

We(d) ~~also~~Impact ~~seek to achieve significant production cost savings through the transfer, expansion, and construction~~ of ~~manufacturing~~foreign ~~operations~~currency inexchange ~~countries~~rates ~~such~~on asassets ~~India, Japan,~~ and ~~Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives~~liabilities. 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, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

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

WeFinancial expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Our acquisition strategy is focused on identifying and acquiring high-value, growing technology-driven businesses that augment, expand and/or leverage our current offering in precision measurement and sensor markets. We expect to expand our expertise and acquisition focus 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. Metrics

~~Research~~We utilize several financial measures and ~~Development~~metrics to evaluate the 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.

~~Research~~Gross ~~and~~profit ~~development~~margin ~~will~~is ~~continue~~gross toprofit ~~play~~shown ~~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~~percentage ~~supplier~~ of ~~precision~~net ~~foil technology products~~revenues. WeGross ~~believe~~profit ~~our~~is ~~R&D~~generally ~~efforts~~net ~~should~~revenues ~~provide~~less uscosts ~~with a variety~~ of ~~opportunities~~products ~~to leverage technology~~sold, ~~products,~~but ~~and~~could ~~our~~also ~~manufacturing~~include ~~base~~certain inother ~~order~~period ~~to ultimately improve our financial performance~~costs. ~~The~~ ~~amount~~Gross ~~charged~~profit tomargin ~~expense~~is ~~for~~clearly ~~research~~a ~~and~~function ~~development~~of ~~was~~net ~~$20.0 million~~revenues, ~~$20.4~~but ~~million,~~also ~~and~~reflects ~~$19.8~~our ~~million~~cost-cutting ~~for~~programs ~~the~~and ~~years~~our ~~ended~~ability ~~December~~to ~~31,~~contain ~~2024,~~fixed ~~2023, and 2022, respectively~~costs.

End-of-period 33backlog -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, the backlog is not necessarily indicative of the results to be expected for future periods.

~~Cost~~Another ~~Management~~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 product that we ship during that period. A book-to-bill ratio that is greater than one indicates that demand is higher than current revenues and manufacturing capacities, and it indicates that we may generate increasing revenues in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand compared to existing revenues and current capacities and may foretell declining sales.

ToWe befocus ~~successful,~~on weour ~~believe~~inventory weturnover ~~must~~as ~~seek~~a ~~new~~measure ~~strategies~~of ~~for~~how ~~controlling~~well ~~operating~~we ~~costs~~are managing our inventory. ~~Through~~We ~~automation~~define ininventory ~~our~~turnover ~~plants,~~for wea ~~believe~~financial wereporting ~~can~~period ~~optimize~~as our ~~capital~~costs ~~and~~of ~~labor~~products ~~resources~~sold infor ~~production,~~the ~~inventory~~four ~~management,~~fiscal ~~quality~~quarters ~~control,~~ending ~~and~~on ~~warehousing.~~the Welast ~~are~~day inof the ~~process~~reporting ofperiod ~~moving~~divided ~~some~~by ~~manufacturing~~our toaverage ~~more~~inventory ~~cost~~(computed ~~effective~~using ~~locations. This~~each ~~may~~quarter-end ~~enable~~balance) usfor tothis ~~become~~same ~~more~~period. ~~efficient~~A ~~and~~higher ~~cost~~level ~~competitive,~~of ~~and~~inventory ~~also~~turnover ~~maintain~~reflects ~~tighter~~more ~~controls~~efficient use of ~~the~~our ~~operation~~capital.

~~Production transfers, facility consolidations, and other long~~ -~~term~~ ~~cost-cutting~~34 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 this Annual Report on Form 10-K.

~~The~~ Table ~~Company recorded restructuring costs~~ of $1.1 million, $1.6 million, and $1.5 million during the years ended December 31, 2024, 2023, and 2022, respectively, which were comprised primarily of employee termination costs, including severance and statutory retirement allowances. Contents

WeThe ~~are~~quarter-to-quarter ~~evaluating~~trends ~~plans~~in tothese ~~further~~financial ~~reduce~~metrics ~~our~~can ~~costs~~also bybe ~~consolidating~~an ~~additional~~important ~~manufacturing~~indicator ~~operations.~~of ~~These~~the ~~plans~~likely ~~may~~direction ~~require~~of usour tobusiness. ~~incur~~The ~~restructuring~~following ~~and~~table ~~severance~~shows ~~costs~~net inrevenues, ~~future~~gross ~~periods.~~profit ~~While~~margin, ~~streamlining~~the ~~and~~end-of-period ~~reducing~~backlog, ~~fixed~~the ~~overhead~~book-to-bill ratio, weand ~~are~~the ~~exercising~~inventory ~~caution~~turnover sofor ~~that~~our webusiness ~~will~~as ~~not~~a ~~negatively~~whole ~~impact~~during ~~our~~the ~~customer~~five ~~service~~quarters orbeginning ~~our~~with ~~ability~~the tofourth ~~further~~quarter ~~develop~~of 2024 ~~products~~ and ~~processes.~~through the fourth quarter of 2025 (dollars in thousands):

Foreign Currency

	4th Quarter			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
	2024			2025			2025			2025			2025
Net revenues	$	72,653		$	71,741		$	75,161		$	79,728		$	80,573

Gross profit margin		38.2	%		37.7	%		40.7	%		40.3	%		36.8	%

End-of-period backlog	$	96,189		$	100,300		$	108,201		$	107,624		$	108,236

Book-to-bill ratio		1.00			1.04			1.06			1.00			1.01

Inventory turnover		2.06			2.12			2.09			2.20			2.38

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.

	4th Quarter			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
	2024			2025			2025			2025			2025
Sensors
Net revenues	$	25,755		$	27,055		$	26,563		$	31,624		$	30,402
Gross profit margin		32.0	%		30.1	%		32.0	%		33.6	%		28.5	%
End-of-period backlog	$	39,605		$	42,049		$	46,661		$	48,503		$	52,680
Book-to-bill ratio		1.04			1.06			1.12			1.07			1.15
Inventory turnover		2.15			2.38			2.27			2.66			2.86
Weighing Solutions
Net revenues	$	25,739		$	26,439		$	29,428		$	27,538		$	27,739
Gross profit margin		34.1	%		36.8	%		39.6	%		40.3	%		33.0	%
End-of-period backlog	$	28,003		$	28,241		$	26,734		$	23,639		$	24,163
Book-to-bill ratio		1.12			0.99			0.92			0.89			1.02
Inventory turnover		2.35			2.50			2.62			2.25			2.44
Measurement Systems
Net revenues	$	21,160		$	18,247		$	19,170		$	20,566		$	22,431
Gross profit margin		50.9	%		50.3	%		54.6	%		50.5	%		52.8	%
End-of-period backlog	$	28,581		$	30,010		$	34,805		$	35,482		$	31,392
Book-to-bill ratio		0.78			1.07			1.20			1.04			0.81
Inventory turnover		1.62			1.41			1.33			1.58			1.72

~~Foreign~~Fourth-Quarter ~~Subsidiaries~~Year-Over-Year ~~which use the Local Currency as the Functional Currency~~Analysis:

~~Our~~Net ~~operations~~revenues inof ~~Europe,~~$80.6 ~~Canada,~~million ~~and~~for ~~certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize~~ the ~~local~~fourth ~~currency~~quarter asof ~~their~~2025 ~~functional currency~~increased 1.1% from ~~For those subsidiaries where~~ the ~~local~~net ~~currency~~revenues isof ~~the~~$79.7 reported ~~functional currency, assets and liabilities~~ in the ~~consolidated~~third ~~balance~~quarter ~~sheets have been translated at the rate~~ of ~~exchange~~2025 and asincreased 10.9% from ~~of the balance sheet date~~$72.7 ~~Translation~~for ~~adjustments do not impact~~ the ~~results~~comparable ofprior ~~operations~~year ~~and are reported as a separate component of equity~~period.

~~For~~Net ~~those~~revenues ~~subsidiaries~~in ~~where~~ the ~~local~~Sensors ~~currency~~segment isof ~~the~~$30.4 ~~functional~~million ~~currency,~~in ~~revenues~~the ~~and~~fourth ~~expenses~~quarter ~~are~~of ~~translated~~2025 increased 18.0% from $25.8 atmillion in the ~~average~~fourth ~~exchange~~quarter ~~rate~~of ~~for~~2024. ~~the~~The year.-over-year ~~While~~increase ~~the~~in ~~translation~~revenues ofwas ~~revenues~~primarily ~~and~~attributable ~~expenses~~to ~~into~~higher ~~U.S.~~sales ~~dollars~~of ~~does~~precision ~~not~~resistors ~~directly~~and ~~impact~~strain gages in the ~~consolidated~~Test ~~statements~~and ofMeasurement ~~operations,~~and ~~the~~in ~~translation~~our ~~effectively~~Other markets. The ~~increases~~Sensors orsegment ~~decreases~~gross ~~the~~profit Umargin of 28.S5% declined from 32.0% primarily ~~dollar~~due ~~equivalent~~to ofunfavorable ~~revenues~~foreign ~~generated~~exchange rates, unfavorable product mix, and ~~expenses~~discrete ~~incurred~~inventory inadjustments, ~~those~~partially ~~foreign~~offset ~~currencies~~by higher volume.

~~Foreign~~Net ~~Subsidiaries~~revenues ~~which~~in ~~use~~the Weighing Solutions segment of $27.7 million in the Ufourth quarter of 2025 increased 7.S8% compared to $25.7 ~~Dollar~~million asin the ~~Functional~~fourth ~~Currency~~quarter of 2024 mainly due to higher revenues in the transportation markets mainly from OEM customers. The Weighing Solutions segment gross profit margin of 33.0% declined from 34.1% a year ago, primarily due to higher discrete manufacturing fixed costs, partially offset by favorable product mix.

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~~35 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~~ Table of ~~Foreign Exchange Rate on Operations~~Contents

~~For~~Net revenues in the ~~year~~Measurement ~~ended~~Systems ~~December 31,~~segment ~~2024,~~of ~~foreign~~$22.4 ~~exchange~~million ~~rate~~in ~~impacts~~the ~~decreased~~fourth ~~net~~quarter ~~revenues~~of by2025 increased 6.0% from $021.92 million ~~and~~in ~~decrease~~the ~~costs~~fourth quarter of ~~products~~2024. The ~~sold~~year-over-year ~~and~~increase ~~selling,~~was ~~general,~~primarily ~~and~~attributable ~~administrative~~to ~~expenses~~higher byrevenue ~~$1.1~~in ~~million. For~~ the ~~year~~Steel ~~ended~~and ~~December 31,~~AMS ~~2023~~markets, ~~foreign~~which ~~exchange~~offset ~~rate~~lower ~~impacts~~sales ~~decreased~~in ~~net~~the ~~revenues~~Transportation ~~by $2~~market.2 The ~~million~~higher ~~and~~year-over-year ~~decreased~~Measurement ~~costs~~Systems ofsegment ~~products~~gross ~~sold~~profit ~~and~~margin ~~selling,~~reflected ~~general,~~higher ~~and~~volume ~~administrative~~partially ~~expenses~~offset by ~~$9.1~~discrete ~~million~~inventory adjustments.

Fourth-Quarter 34Sequential -Analysis:

~~Critical~~Net ~~Accounting~~revenues ~~Policies~~in the Sensors segment of $30.4 million in the fourth quarter of 2025 decreased 3.9% from $31.6 million in the third quarter of 2025. The sequential decrease primarily reflected lower sales of precision resistors in the AMS market and ~~Estimates~~lower sales of strain gages in the General Industrial market, which offset higher sales of precision resistors in the Test and Measurement markets. The Sensors segment adjusted gross profit margin of 28.5% in the fourth quarter of 2025 declined from the third quarter of 2025 reflecting lower volume, unfavorable product mix and unfavorable foreign exchange rates.

~~Our~~Net ~~significant~~revenues ~~accounting~~in ~~policies~~the ~~are~~Weighing ~~summarized~~Solutions segment of $27.7 million in ~~Note~~the 1fourth quarter of 2025 increased 0.7% compared to revenues of $27.5 million in the third quarter of 2025. The sequential increase in revenues reflected higher revenue in our ~~consolidated~~Industrial ~~financial~~Weighing ~~statements~~market, which partially offset lower revenue in the Transportation market. WeThe ~~identify~~Weighing ~~here~~Solutions asegment ~~number~~gross profit margin for the fourth quarter of ~~policies~~2025 of ~~that~~33.0% decreased from ~~entail~~40.3% in ~~significant~~the ~~judgments~~third orquarter ~~estimates~~of by2025, ~~management~~primarily reflected discrete manufacturing items, reduction of inventory, and higher logistics costs.

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

~~We value our inventories at the lower of cost or market, with cost determined under the first~~Growth-~~in,~~Focused first-out method, and market based upon net realizable value. The valuation of our inventories requires management to make costing and market estimates. For work in process goods, we are required to estimate the cost to completion of the products and the prices at which we will be able to sell the products. For finished goods, we must assess the prices at which we believe the inventory can be sold. Inventories are also adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.Strategy

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

~~The~~As ~~Company~~part ~~allocates~~of ~~the~~this ~~purchase~~change ~~price~~in ofstrategy, anon ~~acquired~~November ~~company~~4, ~~including~~2025, ~~when~~we ~~applicable,~~announced the ~~fair~~expansion ~~value~~ of ~~contingent~~our ~~consideration~~senior ~~between~~management ~~tangible~~team ~~and~~with ~~intangible~~two ~~assets~~newly ~~acquired~~created ~~and~~executive ~~liabilities~~positions: ~~assumed~~Chief ~~from~~Business ~~the~~and ~~acquired~~Product ~~businesses~~Officer ~~based~~and onChief ~~estimated~~Operating ~~fair values~~Officer, ~~with~~both ~~any~~reporting ~~residual~~to of the ~~purchase~~Chief ~~price~~Executive ~~recorded as goodwill~~Officer. ~~Third~~We ~~party~~believe ~~appraisal~~these ~~firms~~roles, ~~and~~along ~~other~~with ~~consultants~~related ~~are~~organizational ~~engaged~~changes, towill ~~assist~~enable ~~management~~us into ~~determining~~accelerate ~~the~~growth ~~fair~~by ~~values~~leveraging ofsales ~~certain assets acquired~~ and ~~liabilities~~operational ~~assumed.~~capabilities ~~Different~~across ~~valuations~~our ~~approaches~~business ~~are~~units ~~used~~through toincreased ~~value~~standardization ~~different types~~ of ~~intangible~~business ~~assets.~~processes, ~~The~~systems, ~~Company~~and ~~primarily uses the income approach in the valuation of intangible assets~~oversight. ~~The~~We ~~income~~believe ~~approach~~that tothese ~~valuation~~changes, iscombined ~~based~~with ona ~~the~~company ~~present~~culture ~~value~~which ofemphasizes ~~future~~business ~~cash~~execution, ~~flows~~accountability ~~attributable~~and tooperational ~~each~~excellence, ~~identifiable~~will ~~intangible~~lead ~~asset. This approach~~ to ~~valuation~~the ~~requires~~development ~~management~~of tohigher ~~make~~added ~~significant~~value ~~estimates~~products, ~~and~~faster ~~assumptions~~time ~~including but not limited~~ to: ~~discount rates~~market, ~~future cash flows~~ and ~~the~~improved ~~economic~~customer ~~lives of trade names~~service, ~~technology,~~which ~~and~~in ~~customer~~turn ~~relationships. These~~will ~~estimates~~contribute ~~are~~to ~~based~~growth onin ~~historical~~revenue ~~experience~~ and ~~information obtained from the management of the acquired companies, and are inherently uncertain~~profits.

~~Goodwill~~Optimize ~~and~~Core ~~Other~~Competence ~~Indefinite-lived Intangible Assets~~

~~Goodwill~~The ~~and~~Company’s ~~indefinite-lived~~core ~~trademarks~~competencies ~~are~~include ~~tested~~our ~~for~~innovative ~~impairment~~deep attechnical ~~least annually,~~ and ~~whenever~~applications-specific ~~events~~expertise, orour ~~changes~~strong inbrands ~~circumstances~~and ~~occur~~customer ~~indicating~~relationships, ~~that~~our itfocus ison ~~"more~~operational ~~likely~~excellence, ~~than~~our ~~not"~~ability ~~impairment~~to ~~may~~select ~~have~~and ~~been~~develop ~~incurred.~~our Wemanagement ~~have~~teams, ~~the~~and ~~option~~our toproven ~~first~~M&A ~~assess~~strategy. ~~qualitative~~We ~~factors~~continue to ~~determine~~optimize ~~whether~~all itaspects ~~is "more likely than not" that the fair value~~ of aour ~~reporting~~development, ~~unit~~manufacturing isand ~~less~~sales ~~than its carrying value as a basis for determining if it is necessary to perform the quantitative goodwill impairment test. However~~processes, ifincluding weby ~~conclude~~increasing ~~otherwise,~~our ~~then~~technical wesales ~~are~~efforts; ~~required~~continuing to ~~perform~~innovate ~~the~~in ~~quantitative~~product ~~impairment~~performance ~~test~~and bydesign; ~~calculating the fair value of the reporting unit~~ and ~~comparing~~refining itour ~~against~~manufacturing ~~its carrying value~~processes.

~~The~~Our ~~Company~~Sensors ~~has~~segment ~~four~~research ~~reporting~~group ~~units~~developed toinnovations ~~which~~that ~~goodwill~~enhance ~~was~~the ~~allocated:~~capability ~~steel,~~and ~~on-board~~performance ~~weighing,~~of ~~DSI~~our strain gages, ~~and~~while ~~DTS. In~~simultaneously ~~2024~~reducing ~~the~~their ~~Company~~size ~~performed~~and apower ~~quantitative~~consumption ~~impairment~~as ~~test~~part ~~for~~of ~~all~~our ~~its~~advanced ~~reporting~~sensors ~~units~~product line. InWe ~~estimating~~believe ~~the~~this ~~fair~~unique ~~value~~foil oftechnology ~~our~~will ~~reporting~~create ~~units~~new ~~the~~markets ~~Company~~as ~~used~~customers ~~the~~“design ~~income~~in” ~~approach.~~these ~~The~~next ~~income~~generation ~~approach~~products toin ~~valuation~~existing ~~requires~~and ~~management~~new toapplications. ~~make~~Our ~~significant~~development ~~estimates~~engineering ~~and~~team ~~assumptions~~is ~~related~~also responsible for creating new processes to ~~future~~further ~~revenues,~~automate ~~profitability~~manufacturing, ~~working~~and ~~capital~~improve ~~requirements~~productivity and ~~selection~~quality. ofOur ~~discount~~advanced ~~rate~~sensors ~~and~~manufacturing ~~long~~technology ~~term~~also ~~growth~~offers ~~rate.~~us ~~Changes~~the incapability ~~these~~to ~~estimates~~produce ~~and~~high-quality ~~assumptions~~foil ~~could~~strain ~~have~~gages in a ~~significant~~highly ~~impact~~automated onenvironment, ~~the~~which ~~fair~~we ~~value~~believe ofresults ~~the~~in ~~reporting~~reduced ~~units.~~manufacturing Ifand ~~the~~lead ~~fair~~times, ~~value~~improved ~~exceeds~~quality ~~the~~and ~~carrying~~increased ~~value,~~margins. noAs ~~further~~a ~~evaluation~~sign isof ~~required~~our ~~and~~commitment noto ~~impairment~~these ~~loss~~businesses, iswe ~~recognized.~~signed Ana ~~impairment~~long-term ~~charge~~lease ~~would~~for bea ~~recognized~~state-of-the-art tofacility ~~the~~that ~~extent~~has ~~the~~been ~~carrying~~constructed ~~value~~in ofIsrael ~~goodwill~~and ~~exceeds~~fully transitioned to this facility in the ~~reporting~~third ~~unit~~quarter ~~fair~~of ~~value~~fiscal 2021.

~~The indefinite~~ -~~lived~~ ~~trade~~36 names are tested for impairment either by employing the qualitative approach outlined above, or by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess carrying value over the applicable fair value is recognized as impairment. Any impairment would be recognized in the reporting period in which it has been identified. -

~~Pension~~ Table ~~and~~of ~~Other Postretirement Benefits~~Contents

~~Accounting~~Our ~~for~~design, ~~defined~~research, ~~benefit pension~~ and ~~other~~product ~~postretirement~~development ~~plans~~teams, ~~involves numerous assumptions and estimates. The discount rate at which obligations could effectively be settled and the expected long-term rate of return on plan assets are two critical assumptions~~ in ~~measuring~~partnership ~~the~~with ~~cost~~our ~~and~~marketing ~~benefit~~teams, ~~obligations~~drive of our ~~pension~~efforts ~~and~~to ~~other~~bring ~~postretirement~~innovations ~~benefit~~to ~~plans~~market. ~~Other~~We ~~important~~intend ~~assumptions~~to ~~include~~leverage ~~the~~our ~~anticipated~~insights ~~rate~~into ofcustomer ~~future~~demand ~~increases~~to incontinually ~~compensation~~develop ~~levels, estimated mortality,~~ and ~~for~~roll ~~postretirement~~out ~~medical plans~~new, ~~increases~~innovative orproducts ~~trends~~within inour ~~health~~existing ~~care~~lines ~~costs.~~and ~~Management~~to ~~reviews~~modify ~~these~~our ~~assumptions~~existing atcore ~~least~~products ~~annually.~~in Weways ~~use~~that ~~independent~~make ~~actuaries~~them tomore ~~assist~~appealing, usaddressing inchanging ~~formulating~~customer ~~assumptions~~needs and ~~making~~industry ~~estimates.~~trends ~~These~~in ~~assumptions~~terms ~~are~~of ~~updated~~form, ~~periodically~~fit, ~~to reflect the actual experience~~ and ~~expectations on a plan-specific basis, as appropriate~~function.

~~Our~~We ~~defined~~also ~~benefit~~seek ~~plans~~to ~~are~~achieve ~~concentrated~~significant inproduction cost savings through the ~~United~~transfer, ~~States~~expansion, ~~Japan~~ and ~~the~~construction ~~United~~of ~~Kingdom.~~manufacturing ~~Plans~~operations in ~~these~~ countries ~~comprise~~such ~~approximately~~as ~~86%~~India, ofJapan, ~~our~~and ~~retirement~~Israel, ~~obligations~~where atwe ~~December~~can ~~31,~~benefit ~~2024.~~from Weimproved ~~utilize~~efficiencies ~~published~~or ~~long-term~~available ~~high~~tax and other government-~~quality~~sponsored ~~bond~~incentives. ~~indices~~In the past several years, we incurred restructuring expense related to ~~determine~~closing ~~the~~and ~~discount~~downsizing ~~rate~~of atfacilities as part of the ~~measurement~~manufacturing ~~date.~~transitions Weof ~~utilize~~our ~~bond~~load ~~yields~~cell atproducts ~~various~~to ~~maturity~~facilities ~~dates~~in India, which marked key milestones in our ongoing strategic initiatives to ~~reflect~~align and consolidate our manufacturing footprint.

-Acquisition ~~35 -~~Strategy

We expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Our acquisition strategy is focused on identifying and acquiring high-value, growing technology-driven businesses that augment, expand and/or leverage our current offering in precision measurement and sensor markets. We expect to expand our expertise and acquisition focus to other precision measurement solutions, including in the ~~timing~~fields of ~~expected~~measurement ~~future~~of ~~benefit~~force, ~~payments~~weight, pressure, torque, tilt, motion, and acceleration. We believe ~~the~~acquired ~~discount~~businesses ~~rates~~will ~~selected~~benefit ~~are~~from ~~the~~improvements ~~rates~~we atimplement ~~which~~to ~~these~~reduce ~~obligations~~redundant ~~could~~functions ~~effectively~~and befrom ~~settled~~our current global manufacturing and distribution footprint.

~~For~~Research ~~benefit plans which are funded, we establish strategic asset allocation percentage targets~~ and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. We set the expected long-term rate of return based on the expected long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this rate, we consider historical and expected returns for the asset classes in which the plans are invested, advice from pension consultants and investment advisors, and current economic and capital market conditions. The expected return on plan assets is incorporated into the computation of pension expense. The difference between this expected return and the actual return on plan assets is deferred.Development

WeResearch ~~believe~~and ~~that~~development ~~the~~will ~~current~~continue ~~assumptions~~to ~~used~~play toa ~~estimate~~key ~~plan~~role ~~obligations~~in ~~and~~our ~~annual~~efforts ~~expense~~to ~~are~~introduce ~~appropriate~~innovative inproducts ~~the~~to ~~current~~generate ~~economic~~new ~~environment~~sales and to improve profitability. ~~However,~~We ifexpect ~~economic~~to ~~conditions~~continue ~~change,~~to weexpand ~~may~~our beposition ~~inclined~~as toa ~~change~~leading ~~some~~supplier of precision foil technology products. We believe our ~~assumptions~~R&D efforts should provide us with a variety of opportunities to leverage technology, products, and ~~the~~our ~~resulting~~manufacturing ~~change~~base ~~could~~in ~~have~~order ato ~~material~~ultimately ~~impact~~improve onour ~~the~~financial ~~consolidated~~performance. ~~statements~~The ofamount ~~operations~~charged to expense for research and ondevelopment was $20.8 million, $20.0 million, and $20.4 million for the ~~consolidated~~years ~~balance~~ended ~~sheets~~December 31, 2025, 2024 and 2023, respectively.

~~Income~~Cost ~~Taxes~~Management

WeTo ~~are~~be ~~subject~~successful, towe ~~income~~believe ~~taxes~~we inmust ~~the~~seek ~~United~~new ~~States~~strategies ~~and~~for ~~numerous~~controlling ~~foreign~~operating ~~jurisdictions~~costs. ~~Our~~Through ~~annual~~automation ~~effective~~in ~~tax~~our ~~rate~~plants, iswe ~~based~~believe onwe ~~pre-tax~~can ~~earnings~~optimize our capital and labor resources in production, ~~statutory~~inventory ~~tax~~management, ~~rates~~quality control, and ~~enacted~~warehousing. ~~tax~~We ~~laws.~~are ~~Significant~~in ~~judgments~~the ~~and~~process ~~estimates~~of ~~must~~moving besome ~~made~~manufacturing into ~~determining~~more ~~our~~cost ~~consolidated~~effective ~~income~~locations. ~~tax~~This ~~expense~~may asenable ~~presented~~us into ~~our~~become ~~financial~~more ~~statements~~efficient and cost competitive, and also maintain tighter controls of the operation.

WeProduction ~~must~~transfers, ~~assess~~facility ~~the~~consolidations, ~~likelihood~~and ~~that~~other welong-term ~~will~~cost-cutting ~~realize~~measures ~~deferred~~require ~~tax~~us ~~assets~~to ~~which~~initially ~~requires~~incur significant ~~judgment. If~~severance weand ~~determine~~other ~~that~~exit ~~deferred~~costs. ~~tax~~We ~~assets~~ are ~~not~~realizing ~~"more~~the ~~likely~~benefits ~~than~~of ~~not"~~our torestructuring bethrough ~~realized,~~lower welabor ~~record~~costs aand ~~valuation~~other ~~allowance~~operating toexpenses, ~~reduce~~and ~~deferred~~expect ~~tax assets~~ to acontinue ~~level~~reaping ~~that~~these isbenefits ~~expected~~in tofuture ~~be realized~~periods. If weHowever, ~~subsequently~~these ~~determine~~programs ~~that~~to ~~realization~~improve ofour aprofitability ~~deferred~~also ~~tax~~involve ~~asset~~certain ~~becomes~~risks ~~"more~~which ~~likely~~could ~~than~~materially ~~not",~~impact ~~the~~our ~~valuation~~future ~~allowance~~operating ~~will~~results, beas ~~reversed. Any~~further ~~change~~detailed in ~~valuation~~Part ~~allowances~~I, ~~could~~Item ~~have~~1A a“Risk ~~significant~~Factors” ~~impact~~of onthis ~~our~~Annual ~~financial~~Report ~~results~~on Form 10-K.

The ~~calculation~~Company ofrecorded ~~our~~restructuring ~~tax~~costs ~~liabilities involves an assessment~~ of ~~uncertainties in the application of complex tax laws and regulations in multiple jurisdictions~~$1. ~~We record a benefit from an uncertain tax position when it is "more likely than not" that a tax return position will be sustained upon examination~~5 million, ~~including resolutions of any related appeals or litigation based on the technical merits of the position~~$1. ~~If the position is not "more likely than not" to be sustained~~1 million, aand ~~liability for the tax return position is established~~$1. We6 million ~~adjust~~during the ~~liability~~years ~~when~~ended ~~our~~December ~~judgment~~31, ~~changes~~2025, as2024 aand ~~result~~2023, ofrespectively, ~~the~~which ~~evaluation~~were ofcomprised ~~new~~primarily ~~information. The ultimate tax due in a jurisdiction may result in a payment that is materially different from our most recent estimate~~ of ~~the~~employee ~~liability.~~termination ~~Further~~costs, ~~judgment~~including isseverance ~~required~~and instatutory ~~determining~~retirement ~~whether an uncertain tax position is effectively settled~~allowances. ~~Any change in the analysis will impact income tax expense.~~

We ~~consider~~are ~~the~~evaluating ~~earnings~~plans ofto ~~most~~further ofreduce our ~~non-U.S.~~costs ~~subsidiaries~~by toconsolidating beadditional ~~indefinitely~~manufacturing ~~invested~~operations. ~~outside~~These ~~the~~plans ~~United~~may ~~States~~require ~~based~~us ~~on our estimates that future domestic cash generation will be sufficient~~ to ~~meet~~incur ~~future~~restructuring ~~domestic cash needs~~ and ~~our~~severance ~~plans~~costs ~~for~~in ~~reinvestment~~future ~~of foreign subsidiary earnings~~periods. AsWhile ofstreamlining ~~December~~and ~~31,~~reducing ~~2024,~~fixed ~~the Company had provided for a deferred tax liability of $2.3 million of withholding tax associated with $25.3 million of unremitted~~overhead, ~~non-permanently~~we ~~reinvested earnings. Additional withholding taxes of approximately $32.0 million~~ are ~~estimated~~exercising tocaution beso ~~payable~~that ~~upon the distribution of the remaining unremitted earnings at December 31, 2024. If~~ we ~~decide~~will tonot ~~distribute~~negatively ~~any~~impact ~~portion~~our ofcustomer ~~the~~service ~~balance~~or of our ~~unremitted~~ability ~~earnings~~ to ~~the~~further ~~United~~develop ~~States~~products ~~from~~and ~~a foreign country, we would adjust our income tax provision in the period we determine that the earnings are no longer indefinitely invested outside the United States~~processes.

~~Additional~~Foreign ~~information about income taxes is included in Note 7 to our consolidated financial statements.~~Currency

-We 36are 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.

~~Results~~ - of37 ~~Operations – Years Ended December 31, 2024 and 2023~~-

~~Refer~~ Table ~~to Item 7, "Results~~ of Operations - Years Ended December 2023 and 2022 in our Annual Report on Form 10-K for the year ended December 31, 2023 for a comparison of the year ended December 31, 2023 to the year ended December 31, 2022. Contents

~~Statement~~Foreign ofSubsidiaries ~~operations’~~which ~~captions~~use asthe aLocal ~~percentage~~Currency ofas ~~net revenues and~~ the ~~effective~~Functional ~~tax rates were as follows:~~Currency

	Years ended December 31,
	2024		2023
Costs of products sold	59.0	%	57.7	%
Gross profit	41.0	%	42.3	%
Selling, general, and administrative expenses	35.1	%	30.1	%
Operating income	5.5	%	11.8	%
Income before taxes	5.7	%	10.8	%
Net earnings	3.2	%	7.3	%
Net earnings attributable to VPG stockholders	3.2	%	7.2	%
Effective tax rate	44.0	%	32.3	%

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 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.

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

~~Net~~Foreign ~~revenues~~Subsidiaries ~~were~~which asuse ~~follows~~the ~~(dollars~~U.S. inDollar ~~thousands):~~as the Functional Currency

	Years ended December 31,
	2024			2023
Net revenues	$	306,522		$	355,048
Change versus prior year	$	(48,526)
Percentage change versus prior year	(13.7)		%

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.

~~Changes~~Effects inof ~~net~~Foreign ~~revenues~~Exchange ~~were~~Rate ~~attributable~~on ~~to the following:~~Operations

	2024 vs. 2023
Change attributable to:
Change in volume	(13.8)	%
Change in average selling prices	0.5	%
Foreign currency effects	(0.4)	%
Net change	(13.7)	%

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

~~Gross~~Critical ~~Profit~~Accounting ~~Margin~~Policies and Estimates

~~Gross~~Our ~~profit~~significant asaccounting policies are summarized in Note 1 to our consolidated financial statements. We identify here a ~~percentage~~number of ~~net~~policies ~~revenues~~that ~~was~~entail assignificant ~~follows:~~judgments or estimates by management.

	Years ended December 31,
	2024		2023
Gross profit margin	41.0	%	42.3	%

Inventories

~~The~~We ~~gross~~value ~~profit~~our ~~margin~~inventories ~~for~~at the ~~year~~lower ~~ended~~of ~~December 31~~cost or market, ~~2024~~with ~~decreased~~cost ~~1.3%~~determined ~~over~~under the ~~prior~~first-in, ~~year~~first-out method, and market based upon net realizable value. The ~~decrease~~valuation inof ~~gross~~our ~~profit~~inventories ~~margin~~requires ~~was~~management ~~primarily~~to ~~due~~make tocosting ~~decreased~~and ~~gross~~market ~~profit~~estimates. ~~margins~~For work in process goods, we are required to estimate the ~~Weighing~~cost ~~Solutions~~to completion of the products and ~~Sensors~~the ~~reporting~~prices ~~segments~~at ~~partially~~which ~~offset~~we bywill ~~increased~~be ~~gross~~able ~~profit~~to ~~margin~~sell inthe products. For finished goods, we must assess the ~~Measurement~~prices ~~Systems reporting~~at ~~segment~~which we believe the inventory can be sold. Inventories are also adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

-Business ~~37 -~~Combinations

~~Segments~~The Company allocates the purchase price of an acquired company, including when applicable, the fair value of contingent consideration between tangible and intangible assets acquired and liabilities assumed from the acquired businesses based on estimated fair values, with any residual of the purchase price recorded as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain assets acquired and liabilities assumed. Different valuations approaches are used to value different types of intangible assets. The Company primarily uses the income approach in the valuation of intangible assets. The income approach to valuation is based on the present value of future cash flows attributable to each identifiable intangible asset. This approach to valuation requires management to make significant estimates and assumptions including but not limited to: discount rates, future cash flows and the economic lives of trade names, technology, and customer relationships. These estimates are based on historical experience and information obtained from the management of the acquired companies, and are inherently uncertain.

~~Analysis~~ - of38 ~~revenues and gross profit margins for our reportable segments is provided below.~~-

~~Sensors~~ Table of Contents

~~Net~~Goodwill ~~revenues~~and ofOther ~~the~~Indefinite-lived ~~Sensors~~Intangible ~~segment were as follows (dollars in thousands):~~Assets

	Years ended December 31,
	2024			2023
Net revenues	$	112,238		$	139,783
Change versus prior year	$	(27,545)
Percentage change versus prior year	(19.7)		%

Goodwill and indefinite-lived trademarks are tested for impairment at least annually, and whenever events or changes in circumstances occur indicating that it is "more likely than not" impairment may have been incurred. We have the option to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying value as a basis for determining if it is necessary to perform the quantitative goodwill impairment test. However, if we conclude otherwise, then we are required to perform the quantitative impairment test by calculating the fair value of the reporting unit and comparing it against its carrying value.

The Company has four reporting units to which goodwill was allocated: steel, on-board weighing, DSI, and DTS. In 2025 the Company performed a quantitative impairment test for all its reporting units. In estimating the fair value of our reporting units the Company used the income approach. The income approach to valuation requires management to make significant estimates and assumptions related to future revenues, profitability, working capital requirements and selection of discount rate and long term growth rate. Changes in ~~Sensors~~these ~~segment~~estimates ~~net~~and ~~revenues~~assumptions ~~were~~could ~~attributable~~have a significant impact on the fair value of the reporting units. If the fair value exceeds the carrying value, no further evaluation is required and no impairment loss is recognized. An impairment charge would be recognized to the ~~following:~~extent the carrying value of goodwill exceeds the reporting unit fair value.

	2024 vs. 2023
Change attributable to:
Change in volume	(19.8)	%
Change in average selling prices	0.9	%
Foreign currency effects	(0.8)	%
Net change	(19.7)	%

The indefinite-lived trade names are tested for impairment either by employing the qualitative approach outlined above, or by comparing the carrying value to the fair value based on current revenue projections of the related operations, under the relief from royalty method. Any excess carrying value over the applicable fair value is recognized as impairment. Any impairment would be recognized in the reporting period in which it has been identified.

~~For~~Pension ~~the year ended December 31, 2024, net revenues decreased 19.7% as compared to the prior year, due to lower sales of precision resistors in the Test~~ and ~~Measurement~~Other ~~and~~Postretirement ~~the AMS markets, and lower sales of advanced sensors products primarily in the AMS market.~~Benefits

~~Gross~~Accounting ~~profit~~for asdefined abenefit ~~percentage~~pension and other postretirement plans involves numerous assumptions and estimates. The discount rate at which obligations could effectively be settled and the expected long-term rate of ~~net~~return ~~revenues~~on plan assets are two critical assumptions in measuring the cost and benefit obligations of our pension and other postretirement benefit plans. Other important assumptions include the anticipated rate of future increases in compensation levels, estimated mortality, and for postretirement medical plans, increases or trends in health care costs. Management reviews these assumptions at least annually. We use independent actuaries to assist us in formulating assumptions and making estimates. These assumptions are updated periodically to reflect the ~~Sensors~~actual ~~segment~~experience ~~was~~and expectations on a plan-specific basis, as ~~follows:~~appropriate.

	Years ended December 31,
	2024		2023
Gross profit margin	34.5	%	39.4	%

Our defined benefit plans are concentrated in the United States, Japan and the United Kingdom. Plans in these countries comprise approximately 86% of our retirement obligations at December 31, 2025. We utilize published long-term high-quality bond indices to determine the discount rate at the measurement date. We utilize bond yields at various maturity dates to reflect the timing of expected future benefit payments. We believe the discount rates selected are the rates at which these obligations could effectively be settled.

For ~~the~~benefit ~~year~~plans ~~ended~~which ~~December 31,~~are ~~2024~~funded, we establish strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the ~~gross~~aim ~~profit~~of ~~margin~~achieving ~~decreased~~a 4prudent balance between return and risk.9% asWe ~~compared~~set tothe expected long-term rate of return based on the ~~prior~~expected ~~year~~long-term ~~primarily~~average ~~due~~rates of return to ~~lower~~be ~~volume~~achieved by the underlying investment portfolios. In establishing this rate, we consider historical and expected returns for the asset classes in which the plans are invested, advice from pension consultants and investment advisors, and current economic and capital market conditions. The expected return on plan assets is incorporated into the computation of pension expense. The difference between this expected return and the actual return on plan assets is deferred.

~~Weighing~~We ~~Solutions~~believe that the current assumptions used to estimate plan obligations and annual expense are appropriate in the current economic environment. However, if economic conditions change, we may be inclined to change some of our assumptions, and the resulting change could have a material impact on the consolidated statements of operations and on the consolidated balance sheets.

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

	Years ended December 31,
	2024			2023
Net revenues	$	107,205		$	122,528
Change versus prior year	$	(15,323)
Percentage change versus prior year	(12.5)		%

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our annual effective tax rate is based on pre-tax earnings, statutory tax rates and enacted tax laws. Significant judgments and estimates must be made in determining our consolidated income tax expense as presented in our financial statements.

~~Changes~~ - in39 ~~Weighing Solutions segment net revenues were attributable to the following:~~-

	2024 vs. 2023
Change attributable to:
Change in volume	(12.8)	%
Change in average selling prices	0.0	%
Foreign currency effects	0.3	%
Net change	(12.5)	%

Table of Contents

~~For~~We must assess the ~~year~~likelihood ~~ended~~that ~~December 31,~~we ~~2024~~will realize deferred tax assets which requires significant judgment. If we determine that deferred tax assets are not "more likely than not" to be realized, ~~net~~we ~~revenues~~record ~~decreased~~a 12valuation allowance to reduce deferred tax assets to a level that is expected to be realized.5% ~~from~~If we subsequently determine that realization of a deferred tax asset becomes "more likely than not", the ~~prior~~valuation ~~year~~allowance will be reversed. Any change in valuation allowances could have a significant impact on our financial results.

-The 38calculation -of our tax liabilities involves an assessment of uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. We record a benefit from an uncertain tax position when it is "more likely than not" that a tax return position will be sustained upon examination, including resolutions of any related appeals or litigation based on the technical merits of the position. If the position is not "more likely than not" to be sustained, a liability for the tax return position is established. We adjust the liability when our judgment changes as a result of the evaluation of new information. The ultimate tax due in a jurisdiction may result in a payment that is materially different from our most recent estimate of the liability. Further judgment is required in determining whether an uncertain tax position is effectively settled. Any change in the analysis will impact income tax expense.

~~Gross~~We ~~profit~~consider asthe aearnings ~~percentage~~of most of ~~net~~our ~~revenues~~non-U.S. subsidiaries to be indefinitely invested outside the United States based on our estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our plans for reinvestment of foreign subsidiary earnings. As of December 31, 2025, the ~~Weighing~~Company ~~Solutions~~had ~~segment~~provided ~~was~~for asa ~~follows:~~deferred tax liability of $2.1 million of withholding tax associated with $21 million of unremitted, non-permanently reinvested earnings. Additional withholding taxes of approximately $32.5 million are estimated to be payable upon the distribution of the remaining unremitted earnings at December 31, 2025. If we decide to distribute any portion of the balance of our unremitted earnings to the United States from a foreign country, we would adjust our income tax provision in the period we determine that the earnings are no longer indefinitely invested outside the United States.

	Years ended December 31,
	2024		2023
Gross profit margin	36.6	%	37.0	%

Additional information about income taxes is included in Note 6 to our consolidated financial statements.

~~For~~Results ~~the~~of ~~year~~Operations ~~ended~~– ~~December 31,~~Years ~~2024,~~Ended ~~the~~December ~~gross profit margin decreased 0.4% as compared to the prior year~~31, ~~due~~2025 toand ~~lower volume.~~2024

~~Measurement~~Refer ~~Systems~~to Item 7, "Results of Operations - Years Ended December 2024 and 2023 in our Annual Report on Form 10-K for the year ended December 31, 2024 for a comparison of the year ended December 31, 2024 to the year ended December 31, 2023.

~~Net~~Statement ~~revenues~~of operations’ captions as a percentage of net revenues and the ~~Measurement~~effective ~~Systems~~tax ~~segment~~rates were as follows ~~(dollars in thousands)~~:

	Years ended December 31,	~~Years ended December 31,~~
		2024						2023
	2025				2024
Net revenues		$	87,079					$	92,737
Costs of products sold		61.1	%			59.0	%
Change versus prior year		$	(5,658)
Gross profit		38.9	%			41.0	%
Percentage change versus prior year		(6.1)		%
Selling, general, and administrative expenses		35.7	%			35.1	%
Operating income		4.5	%			5.5	%
Income before taxes		2.9	%			5.7	%
Net earnings		1.7	%			3.2	%
Net earnings attributable to VPG stockholders		1.7	%			3.2	%
Effective tax rate		39.3	%			44.0	%

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

	2024 vs. 2023
Change attributable to:
Change in volume	(6.0)	%
Change in average selling prices	0.5	%
Foreign currency effects	(0.6)	%
Net change	(6.1)	%

Net revenues were as follows (dollars in thousands):

For the year ended December 31, 2024, net revenues decreased 6.1% as compared to the prior year, primarily attributable to lower sales of DSI and DTS products partially offset by the added revenue related to the acquisition of Nokra on September 30, 2024.

	Years ended December 31,
	2025			2024
Net revenues	$	307,202		$	306,522
Change versus prior year	$	680
Percentage change versus prior year		0.2	%

~~Gross~~ - ~~profit~~40 ~~as a percentage of net revenues for the Measurement Systems segment was as follows:~~-

	Years ended December 31,
	2024		2023
Gross profit margin	54.6	%	53.8	%

Table of Contents

~~For~~Changes ~~the~~in ~~year~~net ~~ended~~revenues ~~December 31,~~were ~~2024,~~attributable ~~the~~to ~~gross profit margin increased 0.8% from~~ the ~~prior year mostly due to favorable product mix partially offset by lower volume.~~following:

Selling, General, and Administrative Expenses

	2025 vs. 2024
Change attributable to:
Change in volume		(1.6	)%
Change in average selling prices		1.0	%
Foreign currency effects		0.8	%
Net change		0.2	%

~~Selling~~During the year ended December 31, ~~general~~2025, net revenues increased 0.2% over the prior year due to higher volume in the Sensors and ~~administrative~~Weighing ~~(“SG&A”)~~solution ~~expenses~~reporting ~~were~~segments asand ~~follows~~partially ~~(dollars~~offset by lower volume in ~~thousands):~~the Measurement Systems reporting segment.

	Years ended December 31,
	2024			2023
Total SG&A expenses	$	107,505		$	106,828
as a percentage of net revenues	35.1		%	30.1		%

Gross Profit Margin

~~SG&A~~Gross ~~expenses~~profit ~~for the year ended December 31, 2024 increased $0.7 million~~ as ~~compared~~a topercentage ~~the prior year mostly due to added personnel costs related to the acquisition~~ of ~~Nokra~~net onrevenues ~~September~~was ~~30,~~as ~~2024.~~follows:

- 39 -

	Years ended December 31,
	2025			2024
Gross profit margin		38.9	%		41.0	%

~~Impairment~~The ofgross ~~Goodwill~~profit margin for the year ended December 31, 2025 decreased 2.1% over the prior year. The decrease in gross profit margin was primarily due to decreased gross profit margins in the Sensors and ~~Indefinite-lived~~Measurement ~~Intangible~~Systems ~~Assets~~segments, which was partially offset by increased gross profit margin in the Weighing Solutions.

~~For the years ended December 31, 2024 and December 31, 2023, no impairment of goodwill and indefinite-lived intangible assets was recorded.~~Segments

~~Restructuring~~Analysis ~~Costs~~of revenues and gross profit margins for our reportable segments is provided below.

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 to either record additional expense in future periods, or to reverse part of the previously recorded charges. Sensors

~~The~~Net ~~Company~~revenues ~~recorded restructuring costs~~ of ~~$1.1 million and $1.6 million during~~ the ~~years~~Sensors ~~ended~~segment ~~December 31, 2024 and 2023, respectively. Restructuring costs~~ were ~~comprised~~as ~~primarily~~follows of(dollars ~~employee termination costs, including severance and statutory retirement allowances, and were incurred~~ in ~~connection with various cost reduction programs.~~ thousands):

Acquisition Costs

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