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NYSE: VSH VISHAY INTERTECHNOLOGY INC 8-K

Vishay's 2.25% convertible notes become convertible in Q3 2026 after stock surge

Filed July 6, 2026 · Period ending July 6, 2026 · ~1 min read

3 key changes 1 high relevance 2 sections

Key Changes

  • high

    Convertible notes due 2030 are now convertible through October 3, 2026, triggered when stock price exceeded 130% of the $30.16 conversion price for 20+ trading days ending July 4, 2026.

    Exhibit 99.1 view on EDGAR →
  • medium

    Noteholders can convert at 33.1609 shares per $1,000 principal. Vishay will pay cash for principal and may settle any conversion premium in cash, stock, or a combination at its election.

    Exhibit 99.2 view on EDGAR →
  • medium

    The conversion window runs July 5 through October 3, 2026. Conversion is optional for bondholders and does not obligate them to convert.

    Exhibit 99.1 view on EDGAR →

Summary

Vishay notified holders of its 2.25% convertible senior notes due 2030 that the bonds became convertible during the fiscal quarter ending October 3, 2026. The conversion right was triggered because Vishay's stock price exceeded 130% of the $30.16 conversion price (roughly $39.21) for at least 20 trading days in the 30-day period ending July 4, 2026.

This reflects strong recent stock performance that activated the conversion feature under the indenture terms. Noteholders can convert at a rate of 33.1609 shares per $1,000 principal amount during the July 5 to October 3 window. Vishay will settle conversions by paying cash for the principal amount and may elect to pay any conversion premium in cash, stock, or a combination.

This structure limits potential dilution to existing shareholders, as the company retains flexibility in settling only the value above principal in shares. The conversion is optional for bondholders and does not obligate them to act. Retail holders should monitor whether significant conversion activity occurs, as it could affect share count and capital structure.

Section-by-Section Diff

Event · Exhibit 99.2

2 Added
Added Convertible notes conversion eligibility high

Added in current filing · view on EDGAR →

The Company hereby provides notice that the Sale Price Conversion Condition has been satisfied with respect to the fiscal quarter ended July 4, 2026 and, accordingly, Holders may convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of their Notes during the fiscal quarter ending October 3, 2026 in accordance with the requirements of the Indenture, including with respect to Section 14.02 of the Indenture, at the Conversion Rate of 33.1609 shares of Common Stock per $1,000 principal amount of Notes, subject to the terms of the Indenture.

Vishay's 2.25% Convertible Senior Notes due 2030 have become convertible during the fiscal quarter ending October 3, 2026. The conversion was triggered because the stock's Last Reported Sale Price exceeded 130% of the conversion price for at least 20 trading days in the 30-day period ending July 4, 2026. Noteholders can convert at a rate of 33.1609 shares per $1,000 principal amount.

Added Conversion settlement method medium

Added in current filing · verify on EDGAR →

The Notes are convertible into cash, up to the aggregate principal amount of the Notes, and in cash, shares of the Company's common stock or a combination thereof, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted.

Upon conversion, Vishay will pay cash for the principal amount of the notes and may elect to settle any conversion value above principal in cash, stock, or a combination. This structure limits potential dilution to existing shareholders, as the company retains flexibility in how it settles the conversion premium.

Event · Exhibit 99.1

3 Added
Added Convertible notes conversion period medium

Added in current filing · view on EDGAR →

Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, today notified holders of its 2.25% convertible senior notes due 2030 (the "Notes") that the Notes are convertible, at the option of the holders (the "Conversion Option"), beginning July 5, 2026 and ending at the close of business on October 3, 2026.

Vishay has opened a three-month conversion window (July 5 to October 3, 2026) for holders of its 2.25% convertible senior notes due 2030. Noteholders can elect to convert their bonds into cash up to principal amount, with any excess settled in cash, stock, or a combination at the company's discretion. This conversion right is optional for bondholders and does not obligate them to convert.

Added Conversion trigger condition medium

Added in current filing · view on EDGAR →

The Notes became convertible as a result of the last reported sale price of shares of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days (including the last trading day of such period) ending on, and including, the last trading day of the fiscal quarter ended July 4, 2026, was greater than 130% of the conversion price in effect on each applicable trading day.

The conversion window was triggered because Vishay's stock price exceeded 130% of the conversion price on at least 20 trading days during the 30-day period ending July 4, 2026. This indicates strong recent stock performance, as the shares traded above the threshold that activates noteholder conversion rights under the indenture terms.

Added Conversion terms medium

Added in current filing · view on EDGAR →

The Notes are convertible at a conversion rate of 33.1609 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $30.16 per share of common stock.

Each $1,000 of note principal converts at a rate of 33.1609 shares, equivalent to a conversion price of approximately $30.16 per share. Since the stock price exceeded 130% of this conversion price (above roughly $39.21) for the required trading days, the conversion feature became economically attractive to noteholders during the measurement period.

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