Note 9– Share-Based Compensation

The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At July 4, 2026, the Company had reserved 245,629 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On February 26, 2026 and in accordance with their respective employment agreements, VPG’s five executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate grant-date fair value of $4.2 million and were comprised of 87,943 RSUs. Fifty percent of these awards will vest on January 1, 2029, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2029, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "adjusted net earnings goals", each weighted equally.

On February 26, 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Certain employees received awards, of which 50% are performance-based. The awards have an aggregate grant-date fair value of $0.9 million and were comprised of 19,735 RSUs. The non performance portion of these awards (fifty percent) will vest on January 1, 2029, subject to the employees' continued employment. The performance-based portion (fifty percent) of the RSUs will also vest on January 1, 2029, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative adjusted earnings and adjusted cash flow goals, each weighted equally

During the second quarter of 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Such awards were 50% are performance-based. The awards had an aggregate grant-date fair value of $0.2 million and were comprised of 3,264 RSUs. The non-performance portion of these awards will vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 19, 2026, and in accordance with the Company's 2026 Non-Employee Director Compensation Plan, the Board of Directors (the "Board") approved the issuance of an aggregate of 4,100 RSUs to the independent board members of the Board. The awards had an aggregate grant-date fair value of $0.4 million and will vest on or before the 2027 Annual Stockholders Meeting in May 2027, subject to each applicable director's continued service on the Board. Vesting of equity awards is subject to acceleration under certain circumstances

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met. The following table summarizes share-based compensation expense recognized (in thousands):