Vishay Intertechnology, Inc. filed a Form 8-K with the Securities and Exchange Commission on August 5, 2026, announcing financial results for the fiscal quarter and six fiscal months ended July 4, 2026, and providing computational guidance on diluted earnings per share estimates for the third fiscal quarter of 2026.

Key Highlights

  • Results announced: Financial results cover the fiscal quarter and six fiscal months ended July 4, 2026, with the press release attached as Exhibit 99.1.
  • Shares outstanding: The company has approximately 153 million shares issued and outstanding, including common stock and class B common stock.
  • Convertible notes: Vishay's Convertible Senior Notes due 2030 carry a conversion price of $30.16 per $1,000 principal amount, equivalent to 33.1609 shares per $1,000 principal amount, with $750 million principal amount outstanding.
  • Diluted share range: Projected diluted shares range from approximately 157 million (at average stock prices below $30.16) to approximately 171 million (at an average stock price of $65.00).
  • RSU impact: Shares included in diluted EPS related to restricted stock units are generally less than 5 million incremental shares.
  • No repurchases assumed: The estimates assume no share or convertible debt instrument repurchases during the third fiscal quarter of 2026.

Vishay's Diluted EPS Share Computation Framework for Q3 2026

According to the filing, Vishay Intertechnology (NYSE: VSH) issued its financial results for the fiscal quarter and six fiscal months ended July 4, 2026, via a press release dated August 5, 2026. The 8-K also furnishes guidance under Regulation FD on how key variables affect the company's diluted earnings per share computation, particularly for the third fiscal quarter of 2026.

The filing discloses that the company applies the "Treasury Stock Method" prescribed in FASB ASC Topic 260 for equity awards and net share settlement debt, under which the number of incremental shares included in diluted EPS depends on the company's average stock price during the period. For the 2030 Notes, the "If Converted Method" applies, with no adjustment for interest expense, because the company is required under the indenture to pay the principal amount in cash and may settle any additional value in cash, common stock, or a combination of both.

The filing provides a share-count table showing projected diluted shares for various average stock price assumptions. At an average stock price below $30.16, the 2030 Notes contribute no incremental shares and projected diluted shares are approximately 157 million. At $35.00, the projected figure rises to approximately 161 million; at $50.00, approximately 168 million; and at $65.00, approximately 171 million. The company stated that "changes in these parameters or estimates could have a material impact on the calculation of diluted EPS," and noted the estimates are unaudited and not necessarily indicative of results for any prior or subsequent period. The company also stated it "assumes no duty to revise these estimates" as conditions change.

What Was Disclosed

Vishay Intertechnology disclosed its fiscal Q2 2026 financial results and furnished unaudited diluted EPS share-count guidance for Q3 2026, detailing how its approximately 153 million shares outstanding, restricted stock units, and $750 million in 2030 Convertible Senior Notes interact within its EPS computation.