Registration No. 333-
As filed with the Securities and Exchange Commission on May 18, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

VISHAY INTERTECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
 
38-1686453
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
63 Lancaster Avenue
Malvern, Pennsylvania 19355-2143
(Address of principal executive offices, including zip code)

Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan
(Full title of the plan)

David L. Tomlinson
Senior Vice President, Chief Accounting Officer
Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, Pennsylvania 19355-2143
(610) 644-1300
(Name, address and telphone number,
including area code, of agent for service)

Copies of all communications to:
Brian Katz
Troutman Pepper Locke LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
     
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE
Vishay Intertechnology, Inc. (the “Company”) is hereby registering 8,000,000 shares of its common stock, par value $0.10 per share (the “Common Stock”), which includes (i) an additional 6,000,000 shares of Common Stock reserved for issuance under the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (as amended, the “Plan”) and (ii) 2,000,000 shares of Common Stock to accommodate the share recycling provisions in the Plan, which provide that (among other things) shares withheld for taxes or shares subject to forfeited awards may again become available for issuance under the Plan. The registration statement on Form S-8 (Registration No. 333-272140, the “Prior Plan Registration Statement”), as filed with the Securities and Exchange Commission on May 23, 2023, relating to the same class of securities and the same benefit plan is currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior Plan Registration Statement, to the extent they relate to the Plan and the shares of Common Stock issuable thereunder, are incorporated herein by reference.

Item 8.  Exhibits.
Exhibit Number
Description
4.3
Description of Registrant's Securities. Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q, filed on November 2, 2022.
10.1
Amendment No. 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan. Incorporated by reference to Annex A to the Company's Proxy Statement for its 2026 Annual Meeting of Stockholders, filed on April 8, 2026.
24.1*
Power of Attorney (set forth on the signature page of this Registration Statement).
* Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, State of Pennsylvania, on May 18, 2026.
 
VISHAY INTERTECHNOLOGY, INC.
 
       
 
By:
 /s/ David L. Tomlinson
 
  Name:
 David L. Tomlinson
  Title:
 Senior Vice President, Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 18, 2026.

Each person in so signing also makes, constitutes and appoints David L. Tomlinson his or her true and lawful attorney-in-fact, with full power of substitution, to execute and cause to be filed with the Commission pursuant to the requirements of the Securities Act, any and all amendments and post-effective amendments to this Registration Statement, with exhibits to such registration statements and amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.

Signature
 
Title
 

 
 
 

 
 
 
 
 
 
 
/s/ Joel Smejkal
 
President, Chief Executive Officer, and Director
 

 
 
 
Joel Smejkal
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ David E. McConnell
 
Executive Vice President, Chief Financial Officer
 

 
 
 
David E. McConnell
 
(Principal Financial Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ David L. Tomlinson
  Senior Vice President, Chief Accounting Officer
         
David L. Tomlinson
  (Principal Accounting Officer)          
               
/s/ Marc Zandman
 
Executive Chairman of the Board of Directors
 

 
 
 
Marc Zandman
 

 
 
 
 
 
               
/s/ Renee B. Booth
 
Director
 

 
 
 
Renee B. Booth
             
               
/s/ Michael J. Cody
  Director
 
     
Michael J. Cody
             
               
/s/ Michiko Kurahashi
  Director  
     
Dr. Michiko Kurahashi
             
               
/s/ Abraham Ludomirski
  Director  
     
Dr. Abraham Ludomirski
             
               
/s/ John Malvisi
  Director  
     
John Malvisi
             
               
/s/ Ruta Zandman
  Director  
     
Ruta Zandman
             

             
/s/ Raanan Zilberman
  Director  
     
Raanan Zilberman
             

EXHIBIT 5.1

May 18, 2026

Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, Pennsylvania 19355

Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Vishay Intertechnology, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register 8,000,000 shares of common stock, par value $0.10 per share, of the Company (the “Shares”), issuable by the Company from time to time pursuant to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (as amended, the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies of such corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, including the Plan, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.
In connection herewith, we have assumed that (i) all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, (ii) all of the signatories to the documents referred to in this opinion letter have been duly authorized, and (iii) all of the parties to the documents referred to in this opinion letter are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
We do not purport to express an opinion on any laws other than the laws of the State of Delaware. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan (assuming that, upon any issuance of the Shares, the total number of shares of common stock issued and outstanding will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Certificate of Incorporation, as amended), the Shares will be validly issued, fully paid and non-assessable.
We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Troutman Pepper Locke LLP
Troutman Pepper Locke LLP
EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2023 Long-Term Incentive Plan of Vishay Intertechnology, Inc. of our reports dated February 13, 2026, with respect to the consolidated financial statements of Vishay Intertechnology, Inc. and the effectiveness of internal control over financial reporting of Vishay Intertechnology, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
May 18, 2026
EX-FILING FEES
S-8 S-8 EX-FILING FEES 0000103730 VISHAY INTERTECHNOLOGY INC N/A Fees to be Paid 0000103730 2026-05-15 2026-05-15 0000103730 1 2026-05-15 2026-05-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

VISHAY INTERTECHNOLOGY INC

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, par value $0.10 per share Other 8,000,000 $ 36.71 $ 293,680,000.00 0.0001381 $ 40,557.21

Total Offering Amounts:

$ 293,680,000.00

$ 40,557.21

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 40,557.21

Offering Note

1

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended ("Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable in respect of the securities identified in the above table for reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant's Common Stock. (2) Represents shares of the Registrant's Common Stock issuable under Amendment No. 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan") that have not been previously registered. (3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on May 15, 2026.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources