10-Q – 2026-07-29 – lfus-20260627.htm

Net sales increased $61.7 million, or 27.6%, in the second quarter of 2026 compared to the second quarter of 2025 and included favorable changes in foreign exchange rates of $0.6 million and incremental net sales of $2.2 million from the Basler acquisition within the Industrial segment. The remaining increase in net sales was primarily due to higher volume from all businesses within the Electronics segment, the industrial circuit protection products within the Industrial segment, and the commercial vehicles business within the Transportation segment.

Net sales increased $104.7 million, or 24.4%, in the first six months of 2026 compared to the first six months of 2025 and included favorable changes in foreign exchange rates of $2.9 million. The remaining increase in net sales was primarily due to higher volume from all businesses within the Electronics segment and the industrial circuit protection products within the Industrial segment, and incremental net sales of $4.0 million from the Basler acquisition within the Industrial segment.

Europe  
 
Net sales increased $6.1 million, or 4.4%, in the second quarter of 2026 compared to the second quarter of 2025 and included favorable changes in foreign exchange rates of $3.5 million, or 2.5%. The remaining increase in net sales was primarily due to higher volume from the electronics products business within the Electronics segment and incremental net sales of $2.0 million from the Basler acquisition within the Industrial segment, partially offset by lower volume from the passenger car products business within the Transportation segment and the semiconductor business within the Electronics segment.

Net sales increased $28.7 million, or 10.8%, in the first six months of 2026 compared to the first six months of 2025 and included favorable changes in foreign exchange rates of $17.8 million, or 6.7%. The remaining increase in net sales was primarily due to higher volume from the electronics products business within the Electronics segment and incremental net sales of $3.5 million from the Basler acquisition within the Industrial segment.

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Liquidity and Capital Resources  
 
The Company has historically supported its liquidity needs through cash flows from operations. Management expects that the Company’s (i) current level of cash, cash equivalents, and marketable securities, (ii) current and forecasted cash flows from operations, (iii) availability under existing funding arrangements, and (iv) access to capital in the capital markets will provide sufficient funds to support the Company’s operations, capital expenditures, investments, and debt obligations on both a short-term and long-term basis.

Cash and cash equivalents were $628.2 million as of June 27, 2026, an increase of $64.8 million, as compared to December 27, 2025. As of June 27, 2026, $139.3 million of the Company's $628.2 million cash and cash equivalents was held by U.S. subsidiaries.

Revolving Credit Facility and Term Loan

On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $300 million unsecured term loan credit facility; (ii) increasing the size of the revolving credit facility from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the Existing Credit Agreement with $200 million borrowing under the revolving credit facility under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.

The principal balance of the revolving credit facility is due on the Maturity Date. The revolving loan balances under the Credit Facility were $200.0 million as of June 27, 2026. Prior to entering into the Credit Agreement, the Company paid off $100.0 million of the revolving loan and $3.8 million of the term loan under the Existing Credit Agreement during the first quarter of 2026.

Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either (i) Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00% to 1.75%, based upon the Company's Consolidated Leverage Ratio, as defined in the Credit Agreement or (ii) the bank’s Base Rate, as defined in the Credit Agreement, plus 0.00% to 0.75%, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10% to 0.175%, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.

Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.

On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.

As of June 27, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88% with the hedge.

As of June 27, 2026, the Company had $0.1 million outstanding letters of credit and had $599.9 million of borrowing capacity available under the revolving credit facility. As of June 27, 2026, the Company was in compliance with all covenants under the Credit Agreement.
 
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Senior Notes
 
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). During the fiscal year ended December 30, 2023, the Company paid off €117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.
 
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $25 million of U.S. Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
 
On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first quarter of 2025, the Company paid off $50 million of U.S. Senior Notes, Series A, due 2025. Interest on the U.S. Senior Notes, Series B due 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.

On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.

On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $100 million in aggregate principal amount of 4.33% Senior Notes, due June 30, 2032 (“U.S. Senior Notes due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.

The Senior Notes have not been registered under the Securities Act of 1933 ("Securities Act"), or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.
 
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage.
 
The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to note holders and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control.

Debt Covenants
The Company was in compliance with all covenants under the Credit Agreement and Senior Notes as of June 27, 2026 and currently expects to remain in compliance based on management’s estimates of operating and financial results for 2026. As of June 27, 2026, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions.

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Acquisitions

On December 11, 2025, the Company completed the acquisition of Basler Electric Company ("Basler"). Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center. At the time of acquisition, Basler had annualized sales of approximately $130 million. The business is reported within the Company’s Industrial segment. The total purchase consideration of $353.1 million, net of cash acquired, subject to a working capital adjustment. The acquisition was funded with the Company's cash on hand.

On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment. The acquisition was funded with the Company's cash on hand.

Dividends

During the second quarter of 2026, the Company paid quarterly dividends of $19.0 million to its shareholders. On July 29, 2026, the Company announced the declaration of a quarterly cash dividend of $0.80 per share, a 7% increase from the first quarter, payable on September 3, 2026 to stockholders of record as of August 20, 2026.

Cash Flow Overview

  First Six Months
(in thousands) 2026 2025
Net cash provided by operating activities $ 226,474  $ 148,225 
Net cash used in investing activities (26,724) (89,704)
Net cash used in financing activities (131,943) (120,543)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (3,035) 22,468 
Increase (decrease) in cash, cash equivalents, and restricted cash 64,772  (39,554)
Cash, cash equivalents, and restricted cash at beginning of period 565,104  726,437 
Cash, cash equivalents, and restricted cash at end of period $ 629,876  $ 686,883 

 
Cash Flow from Operating Activities
 
Operating cash inflows are largely attributable to sales of the Company’s products. Operating cash outflows are largely attributable to recurring expenditures for raw materials, labor, rent, interest, taxes, and other operating activities.
 
Net cash provided by operating activities was $226.5 million for the six months ended June 27, 2026 compared to $148.2 million for the six months ended June 28, 2025. The increase in net cash provided by operating activities of $78.2 million was primarily due to higher cash earnings.

Cash Flow from Investing Activities
 
Net cash used in investing activities was $26.7 million for the six months ended June 27, 2026 compared to $89.7 million during the six months ended June 28, 2025. Capital expenditures for the six months ended June 27, 2026 were $33.0 million compared to $33.0 million for the six months ended June 28, 2025. The Company made a payment of $2.8 million for the Basler acquisition during the six months ended June 27, 2026. Net cash paid for the Dortmund Fab acquisition was $57.4 million during the six months ended June 28, 2025. In addition, the Company received proceeds of $7.4 million from the sale of the investment in Polytronics Technology Corporation Ltd. (“Polytronics”) and $1.7 million from an asset held for sale from the Basler acquisition during the six months ended June 27, 2026.

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Cash Flow from Financing Activities
 
Net cash used in financing activities was $131.9 million for the six months ended June 27, 2026 compared to $120.5 million for the six months ended June 28, 2025. On March 12, 2026, the Company entered into the Credit Agreement to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022. As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the existing credit agreement with $200 million borrowing under the revolving credit facility under the Credit Agreement. Prior to the amendment on March 12, 2026, the Company paid off $100.0 million of the revolving credit facility and $3.8 million of the term loan under the prior Credit Agreement during the first quarter of 2026. During the six months ended June 28, 2025, the Company paid off $50.0 million of U.S. Senior Notes, Series A, due February 15, 2025 and made payments of $7.5 million on the term loan. The Company received $75.6 million of net proceeds related to stock-based award activities during the six months ended June 27, 2026 compared to $0.6 million for the six months ended June 28, 2025. In addition, the Company paid dividends of $37.9 million and $34.7 million in the six months ended June 27, 2026 and June 28, 2025, respectively. During the six months ended June 28, 2025, the Company repurchased 120,689 shares of its common stock totaling $27.4 million.

Share Repurchase Program

On April 25, 2024, the Company's Board of Directors authorized a three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period from May 1, 2024 to April 30, 2027 ("2024 program"). The Company did not repurchase any shares of its common stock for the three and six months ended June 27, 2026. The Company repurchased 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 program during the first quarter of 2025. The Company did not repurchase any shares of its common stock for the three months ended June 28, 2025.

Off-Balance Sheet Arrangements
 
As of June 27, 2026, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Critical Accounting Policies and Estimates
 
The Company’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. In connection with the preparation of the Condensed Consolidated Financial Statements, the Company uses estimates and makes judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. The assumptions, estimates, and judgments are based on historical experience, current trends, and other factors the Company believes are relevant at the time it prepares the Condensed Consolidated Financial Statements.
 
The significant accounting policies and critical accounting estimates are consistent with those discussed in Note 1, Summary of Significant Accounting Policies and Other Information , to the consolidated financial statements and the MD&A section of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025. During the six months ended June 27, 2026, there were no significant changes in the application of critical accounting policies and estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
See Item 7A, " Quantitative and Qualitative Disclosures about Market Risk" , of the Company's Annual Report on Form 10-K for the year ended December 27, 2025. During the six months ended June 27, 2026, there were no material changes in the Company's exposure to market risk.

ITEM 4. CONTROLS AND PROCEDURES  
 
(a) Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
 
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In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 27, 2026. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended June 27, 2026, the Company's disclosure controls and procedures were effective.
 
(b) Changes in Internal Control over Financial Reporting
 
There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended June 27, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 
 
None.
 

ITEM 1A. RISK FACTORS 

There have been no material changes in the Company's risk factors from those disclosed in the Company's Annual Report on Form 10-K for its year ended December 27, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 
 
Recent Sales of Unregistered Securities
 
None.
 
Repurchases of Common Stock

On April 25, 2024, the Company's Board of Directors authorized a three-year program to repurchase up to $300.0 million in the aggregate of shares of the Company's stock for the period from May 1, 2024 to April 30, 2027 ("2024 program"). The Company did not repurchase any shares of its common stock for the three and six months ended June 27, 2026. The Company repurchased 120,689 shares of its common stock totaling $27.4 million pursuant to the 2024 program during the first quarter of 2025. The Company did not repurchase any shares of its common stock for the three months ended June 28, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 
 
None.

ITEM 4. MINE SAFETY DISCLOSURES 
 
None.
 

ITEM 5. OTHER INFORMATION 
  
None .

 
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ITEM 6. EXHIBITS

Exhibit Description

31.1* Certification of Gregory N. Henderson, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
31.2* Certification of Abhishek Khandelwal, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   
101 The following financial information from LITTELFUSE, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 27, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, formatted in Inline XBRL.

* Filed herewith.
** Furnished herewith.

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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 27, 2026, to be signed on its behalf by the undersigned thereunto duly authorized.
 

  Littelfuse, Inc.  
       
By: /s/ Abhishek Khandelwal  
    Abhishek Khandelwal  
  Executive Vice President and Chief Financial Officer
     
Date: July 29, 2026
By: /s/ Jeffrey G. Gorski  
    Jeffrey G. Gorski  
  Senior Vice President and Chief Accounting Officer

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