The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired businesses are included in the Company’s Consolidated Financial Statements from the date of the acquisition.

On December 11, 2025, the Company completed the acquisition of 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 purchase price for Basler was $361.7 million and is subject to a working capital adjustment.

The Company financed the transaction with cash on hand. The total purchase consideration of $350.3 million, net of cash acquired, has been allocated, on a preliminary basis, based on estimated fair values of assets acquired and liabilities assumed. As of December 27, 2025, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values, including the third-party valuation of acquired tangible and intangible assets, is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable.


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	350,301
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	16,798
Inventories	23,363
Other current assets	2,965
Property, plant, and equipment	23,237
Intangible assets	150,000
Goodwill	152,343
Other long-term assets	5,731
Current liabilities	(21,386)
Other long-term liabilities	(2,750)

	$	350,301

All Basler assets and liabilities were recorded in the Industrial segment and are primarily reflected in the North America geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Basler’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Basler acquisition is expected to be deductible for tax purposes.

Included in the Company’s Consolidated Statements of Net (Loss) Income for the fiscal year ended December 27, 2025 were net sales of $3.7 million, and a loss before income taxes of $1.2 million, respectively, since the December 11, 2025 acquisition of Basler.

As required by purchase accounting guidance, the Company recorded a $6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is being amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026, as the acquired inventory is sold, and reflected as other non-segment costs. The Company recognized a non-cash charge of $1.1 million to cost of goods sold during the fiscal year ended December 27, 2025.

For the fiscal year ended December 27, 2025, the Company incurred $2.6 million of legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

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. The total purchase consideration of $95.9 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	95,942
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	5,985
Inventories	6,600
Other current assets	8,278
Property, plant, and equipment	30,132
Intangible assets	1,800
Goodwill	57,321
Other long-term assets	8,579
Current liabilities	(7,464)
Other long-term liabilities	(15,289)
	$	95,942

All Dortmund Fab assets and liabilities were recorded in the Electronics segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Dortmund Fab’s products and technology with the Company’s existing semiconductor products portfolio. Goodwill resulting from the Dortmund Fab acquisition is expected to be deductible for tax purposes.

Included in the Company’s Consolidated Statements of Net (Loss) Income for the fiscal year ended December 27, 2025 were net sales of $49.0 million, and a loss before income taxes of $69.1 million, respectively, since the December 31, 2024 acquisition of Dortmund Fab. The loss before income taxes included the goodwill impairment charge of $64.6 million recorded in the fourth quarter of the fiscal year 2025.

As required by purchase accounting guidance, the Company recorded a $0.5 million step-down of inventory to its fair value as of the acquisition date based on the valuation. The step-down was fully amortized as a non-cash credit to cost of sales during the first fiscal quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.

For the fiscal year ended December 28, 2024 and December 30, 2023, the Company incurred $0.5 million and $3.0 million, respectively, of legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs. A total of $3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023. These costs were reflected as other non-segment costs.

On February 3, 2023, the Company completed the acquisition of Western Automation Research and Development Limited (“Western Automation”) for approximately $162 million in cash. Headquartered in Galway, Ireland, Western Automation is a designer and manufacturer of electrical shock protection devices used across a broad range of high-growth end markets,

including electric vehicle charging infrastructure, industrial safety and renewables. At the time the Company and Western Automation entered into the definitive agreement, Western Automation had annualized sales of approximately $25 million. The business is reported within the Company’s Industrial segment.

The acquisition was funded with cash on hand. The total purchase consideration of $158.3 million, net of cash, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	158,260
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	3,359
Inventories	3,678
Other current assets	718
Property, plant, and equipment	1,328
Intangible assets	68,000
Goodwill	93,937
Other long-term assets	573
Current liabilities	(4,335)
Other long-term liabilities	(8,998)
	$	158,260

All Western Automation assets and liabilities were recorded in the Industrial segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Western Automation’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Western Automation acquisition is not expected to be deductible for tax purposes.

For the fiscal year ended December 30, 2023, the Company incurred $1.2 million of legal and professional fees related to the Western Automation acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs.

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Basler and Dortmund Fab as though the acquisitions had occurred as of December 31, 2023, and Western Automation as though the acquisition had occurred as of January 2, 2022. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Basler and Dortmund Fab acquisitions occurred as of December 31, 2023, and Western Automation acquisition occurred as of January 2, 2022 or of future consolidated operating results.


	For the Fiscal Year Ended
(in thousands, except per share amounts)	December 27, 2025		December 28, 2024		December 30, 2023
Net sales	$	2,515,937	$	2,354,262	$	2,364,543
Income before income taxes	11,474		148,476		330,114
Net (loss) income	(66,100)		96,901		260,812
Net (loss) income per share — basic	(2.66)		3.90		10.49
Net (loss) income per share — diluted	(2.66)		3.87		10.39


	For the Fiscal Year Ended
(in thousands)	December 27, 2025		December 28, 2024		December 30, 2023
Amortization (a)	$	(11,009)	$	(10,481)	$	(479)
Depreciation	(833)		(1,821)		—
Transaction costs (b)	2,536		(2,535)		1,203
Amortization of unfavorable production contract (c)	—		2,269		—
Amortization of inventory adjustment (d)	563		(5,890)		—

Income tax benefit (expense) of above items	2,130		4,352		(91)
Total	$	(6,613)	$	(14,106)	$	633

(a)The amortization adjustment for the twelve months ended December 27, 2025, December 28, 2024, and December 30, 2023, primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.

(b)The transaction cost adjustments reflect the reversal of certain legal and professional fees from the twelve months ended December 27, 2025 and December 30, 2023, respectively, and recognition of those fees during the twelve months ended December 28, 2024 and December 31, 2022, respectively.

(c)The amortization of the unfavorable production contract during the twelve months ended December 28, 2024 results from the fair value assigned to the unfavorable production contract liability that is amortized over four years.

(d)The amortization of inventory adjustment reflects the reversal of the amount recognized during the twelve months ended December 27, 2025 and recognition of the amortization during the twelve months ended December 28, 2024. The inventory adjustment related to the Basler acquisition is being amortized over three months as the inventory is sold. The inventory adjustment related to the Dortmund Fab acquisition was fully amortized over two months as the inventory was sold during 2025.