UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________

Commission File Number 0-18277

VICOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	04-2742817
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Offices) (Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class 

     Trading Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value 
$0.01 per share

      VICR

     The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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	☑	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of October 19, 2026 was:


Common Stock, $.01 par value	34,430,882
Class B Common Stock, $.01 par value	11,717,718

Table of Contents

VICOR CORPORATION

INDEX


	Page
Part I — Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025	1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025	2
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025	4
Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2026 and 2025	5
Notes to Condensed Consolidated Financial Statements	7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	26
Item 4 — Controls and Procedures	27
Part II — Other Information:	28
Item 1 — Legal Proceedings	28
Item 1A — Risk Factors	28
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5 — Other Information	28
Item 6 — Exhibits	29
Signatures	30

Table of Contents

VICOR CORPORATION

Part I – Financial Information

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)


	September 30, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	513,137		$	402,805
Accounts receivable, net		122,488			60,716
Inventories		110,922			91,340
Other current assets		13,594			32,502
Total current assets		760,141			587,363
Long-term deferred tax assets, net		23,439			27,463
Long-term investment, net		—			2,462
Property, plant and equipment, net		177,987			147,690
Other assets		20,053			20,853
Total assets	$	981,620		$	785,831
Liabilities and Equity
Current liabilities:
Accounts payable	$	24,334		$	12,290
Accrued compensation and benefits		14,047			12,031
Accrued litigation		—			28,275
Accrued expenses		22,223			3,691
Short-term lease liabilities		1,733			1,568
Sales allowances		3,512			3,136
Income taxes payable		208			904
Short-term deferred revenue and customer prepayments		418			3,426
Total current liabilities		66,475			65,321
Long-term income taxes payable		3,143			3,086
Long-term lease liabilities		5,427			5,608
Total liabilities		75,045			74,015
Commitments and contingencies (Note 11)
Equity:
Vicor Corporation stockholders’ equity:
Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,717,718 shares issued and outstanding in 2026 and 11,726,718 shares issued and outstanding in 2025		118			118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 45,966,026 shares issued and 34,421,878 shares outstanding in 2026; 45,910,601 shares issued and 33,532,377 shares outstanding in 2025		460			460
Additional paid-in capital		517,669			462,227
Retained earnings		555,116			421,359
Accumulated other comprehensive loss		(1,174	)		(1,672	)
Treasury stock at cost: 11,544,148 shares in 2026 and 12,378,224 shares in 2025		(165,909	)		(170,935	)
Total Vicor Corporation stockholders’ equity		906,280			711,557
Noncontrolling interest		295			259
Total equity		906,575			711,816
Total liabilities and equity	$	981,620		$	785,831

See accompanying notes.

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VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Product revenue	$	130,501		$	88,698		$	341,431		$	257,597
Royalty revenue		66,613			21,725			112,004			42,840
Total net revenues		197,114			110,423			453,435			300,437
Patent litigation settlement		—			—			—			45,000
Total net revenues and patent litigation settlement		197,114			110,423			453,435			345,437
Cost of product revenues		62,434			46,910			173,269			145,431
Gross margin		134,680			63,513			280,166			200,006
Operating expenses:
Selling, general and administrative		38,563			22,747			89,356			75,836
Research and development		23,969			19,859			66,900			58,027
Total operating expenses		62,532			42,606			156,256			133,863
Income from operations		72,148			20,907			123,910			66,143
Other income (expense), net:
Total realized and unrealized gains (losses) on available-for-sale securities, net		475			(178	)		538			(235	)
Less: portion of (gains) losses recognized in other comprehensive income		(449	)		178			(512	)		235
Net credit gains recognized in earnings		26			—			26			—
Other income (expense), net		6,559			2,407			14,123			9,198
Total other income (expense), net		6,585			2,407			14,149			9,198
Income before income taxes		78,733			23,314			138,059			75,341
Less: Provision (benefit) for income taxes		15,401			(4,988	)		4,265			3,278
Consolidated net income		63,332			28,302			133,794			72,063
Less: Net income attributable to noncontrolling interest		11			10			37			40
Net income attributable to Vicor Corporation	$	63,321		$	28,292		$	133,757		$	72,023

Net income per common share attributable to Vicor Corporation:
Basic	$	1.37		$	0.63		$	2.92		$	1.60
Diluted	$	1.33		$	0.63		$	2.81		$	1.59
Shares used to compute net income per common share attributable to Vicor Corporation:
Basic		46,129			44,734			45,845			44,986
Diluted		47,609			44,930			47,524			45,167

See accompanying notes.

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VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2026		2025			2026			2025
Consolidated net income	$	63,332	$	28,302		$	133,794		$	72,063
Foreign currency translation gains (losses), net of tax (1)		119		(99	)		(15	)		183
Realized and unrealized gains (losses) on available-for-sale securities, net of tax (1)		449		(178	)		512			(235	)
Other comprehensive income (loss)		568		(277	)		497			(52	)
Consolidated comprehensive income		63,900		28,025			134,291			72,011
Less: Comprehensive income attributable to noncontrolling interest		20		3			36			54
Comprehensive income attributable to Vicor Corporation	$	63,880	$	28,022		$	134,255		$	71,957

(1)

The deferred tax assets associated with foreign currency translation gains (losses) and unrealized gains (losses) on available-for-sale securities are completely offset by a tax valuation allowance as of September 30, 2026 and 2025. Therefore, there is no income tax benefit (provision) recognized for the three and nine months ended September 30, 2026 and 2025.

See accompanying notes.

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VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2026			2025

Operating activities:
Consolidated net income	$	133,794		$	72,063
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization		16,292			15,615
Stock-based compensation expense		13,373			12,420
(Gain) loss on disposal of fixed assets		(78	)		839
Provision for doubtful accounts		—			7
Litigation payment		(28,557	)		—
Credit gain on available-for-sale securities		(26	)		—
Decrease in other assets		261			1,459
Deferred income taxes		4,023			(4	)
Increase in long-term income taxes payable		57			43
Accounts receivable		(61,768	)		(221	)
Other changes in current assets and liabilities, net		2,993			21,619
Net cash provided by operating activities		80,364			123,840

Investing activities:
Proceeds from advanced manufacturing investment credits		19,513			—
Sales or maturities of investments		3,000			—
Proceeds from sale of equipment		78			—
Additions to property, plant and equipment and internal-use software		(39,700	)		(14,775	)
Net cash used for investing activities		(17,109	)		(14,775	)

Financing activities:
Proceeds from employee stock plans		47,087			8,935
Repurchases of Common Stock		—			(32,978	)
Net cash provided by (used for) financing activities		47,087			(24,043	)
Effect of foreign exchange rates on cash		(10	)		87
Net increase in cash and cash equivalents		110,332			85,109
Cash and cash equivalents at beginning of period		402,805			277,273
Cash and cash equivalents at end of period	$	513,137		$	362,382
Supplemental disclosure:
Purchases of property, plant and equipment and internal-use software incurred but not yet paid	$	7,444		$	1,862

See accompanying notes.

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VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)


															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’		Noncontrolling		Total
	Stock		Stock		Capital		Earnings		(Loss) Income			Stock			Equity		Interest		Equity
Three Months Ended September 30, 2026
Balance on June 30, 2026	$	118	$	460	$	509,849	$	491,795	$	(1,733	)	$	(166,170	)	$	834,319	$	275	$	834,594
Issuance of Common Stock under employee stock plans						2,479							261			2,740				2,740
Stock-based compensation expense						5,341										5,341				5,341
Components of comprehensive income, net of tax:
Net income								63,321								63,321		11		63,332
Other comprehensive income										559						559		9		568
Total comprehensive income																63,880		20		63,900
Balance on September 30, 2026	$	118	$	460	$	517,669	$	555,116	$	(1,174	)	$	(165,909	)	$	906,280	$	295	$	906,575


															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’		Noncontrolling			Total
	Stock		Stock		Capital		Earnings		(Loss) Income			Stock			Equity		Interest			Equity
Nine Months Ended September 30, 2026
Balance on December 31, 2025	$	118	$	460	$	462,227	$	421,359	$	(1,672	)	$	(170,935	)	$	711,557	$	259		$	711,816
Issuance of Common Stock under employee stock plans						42,069							5,026			47,095					47,095
Stock-based compensation expense						13,373										13,373					13,373
Components of comprehensive income (loss), net of tax:
Net income								133,757								133,757		37			133,794
Other comprehensive income (loss)										498						498		(1	)		497
Total comprehensive income																134,255		36			134,291
Balance on September 30, 2026	$	118	$	460	$	517,669	$	555,116	$	(1,174	)	$	(165,909	)	$	906,280	$	295		$	906,575


															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’			Noncontrolling			Total
	Stock		Stock		Capital		Earnings		Loss			Stock			Equity			Interest			Equity
Three Months Ended September 30, 2025
Balance on June 30, 2025	$	118	$	453	$	419,814	$	346,534	$	(1,291	)	$	(157,033	)	$	608,595		$	271		$	608,866
Issuance of Common Stock under employee stock plans				2		4,793										4,795						4,795
Stock-based compensation expense						4,362										4,362						4,362
Repurchases of Common Stock													(15,695	)		(15,695	)					(15,695	)
Components of comprehensive income (loss), net of tax:
Net income								28,292								28,292			10			28,302
Other comprehensive loss										(270	)					(270	)		(7	)		(277	)
Total comprehensive income																28,022			3			28,025
Balance on September 30, 2025	$	118	$	455	$	428,969	$	374,826	$	(1,561	)	$	(172,728	)	$	630,079		$	274		$	630,353

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Table of Contents


															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’			Noncontrolling		Total
	Stock		Stock		Capital		Earnings		Loss			Stock			Equity			Interest		Equity
Nine Months Ended September 30, 2025
Balance on December 31, 2024	$	118	$	452	$	407,617	$	302,803	$	(1,495	)	$	(139,424	)	$	570,071		$	220	$	570,291
Issuance of Common Stock under employee stock plans				3		8,932										8,935					8,935
Stock-based compensation expense						12,420										12,420					12,420
Repurchases of Common Stock													(33,304	)		(33,304	)				(33,304	)
Components of comprehensive income (loss), net of tax:
Net income								72,023								72,023			40		72,063
Other comprehensive (loss) income										(66	)					(66	)		14		(52	)
Total comprehensive income																71,957			54		72,011
Balance on September 30, 2025	$	118	$	455	$	428,969	$	374,826	$	(1,561	)	$	(172,728	)	$	630,079		$	274	$	630,353

See accompanying notes.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Vicor Corporation and its consolidated subsidiaries (collectively, the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2026. The balance sheet at December 31, 2025 presented herein has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed by the Company with the SEC on March 2, 2026.

2. Inventories

Inventories were as follows (in thousands):


	September 30, 2026		December 31, 2025
Raw materials	$	84,224	$	69,596
Work-in-process		21,192		14,954
Finished goods		5,506		6,790
	$	110,922	$	91,340

3. Investments

As of December 31, 2025, the Company held an auction rate security with a par value of $3,000,000 and an estimated fair value of approximately $2,462,000, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that had experienced failed auctions (the “Failed Auction Security”) since February 2008. On September 22, 2026, the Failed Auction Security was fully redeemed for $3,000,000, the par value. Through September 22, 2026, the Company had continued to receive interest payments on the Failed Auction Security in accordance with the terms of its indenture.

Details of our investments are as follows (in thousands):


	September 30, 2026
	Cash and Cash
	Equivalents
Measured at fair value:
Available-for-sale securities:
Money market funds	$	461,056
Total		461,056

Other measurement basis:
Cash on hand		52,081
Total	$	513,137

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)


	December 31, 2025
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	367,340	$	—
Failed Auction Security		—		2,462
Total		367,340		2,462

Other measurement basis:
Cash on hand		35,465		—
Total	$	402,805	$	2,462

4. Fair Value Measurements

The Company accounts for certain financial assets at fair value, defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. A three-level hierarchy is used to show the extent and level of judgment used to estimate fair value measurements.

Assets and liabilities measured at fair value on a recurring basis included the following as of September 30, 2026 (in thousands):

          
         Using

          
         Significant

          
         Quoted Prices

         Other

         Significant

          
         in Active

         Observable

         Unobservable

         Total Fair

          
         Markets

         Inputs

         Inputs

         Value as of

          
         (Level 1)

         (Level 2)

         (Level 3)

         September 30, 2026

         Cash equivalents:

Money market funds

461,056

—

—

461,056

Assets and liabilities measured at fair value on a recurring basis included the following as of December 31, 2025 (in thousands):

          
         Using

          
         Significant

          
         Quoted Prices

         Other

         Significant

          
         in Active

         Observable

         Unobservable

         Total Fair

          
         Markets

         Inputs

         Inputs

         Value as of

          
         (Level 1)

         (Level 2)

         (Level 3)

         December 31, 2025

         Cash equivalents:

Money market funds

367,340

—

—

367,340

         Long-term investment:

Failed Auction Security

—

—

2,462

2,462

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

The change in the estimated fair value calculated for the investment valued on a recurring basis utilizing Level 3 inputs (i.e., the Failed Auction Security) for the nine months ended September 30, 2026 was as follows (in thousands):


Balance at the beginning of the period	$	2,462
Redemption		(3,000	)
Credit gain on available-for-sale security included in Other income (expense), net		26
Gain included in Other comprehensive income		512
Balance at the end of the period	$	—

5. Segment Information

The Company has determined its Chief Operating Decision Maker (“CODM”) to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. The Company is organized and operates as a single operating and reportable segment. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income. The CODM manages the business using consolidated expense information for the single operating segment. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

The Company offers a comprehensive range of modular building blocks enabling rapid design of a power system specific to a customer’s precise needs. Based on design, performance, and form factor considerations, as well as the range of evolving applications for which the products are appropriate, the Company categorizes its product portfolios as either Advanced Products which include the Royalty Revenues from licensing our Advanced Product intellectual property, or Brick Products, which together constitute one segment. Both product lines are built in the Company’s manufacturing facility in Andover, Massachusetts employing similar processing and production techniques, and are supported by the same sales and marketing organizations. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables present the Company’s net revenues disaggregated by geography with respect to the Company’s single operating segment for the three and nine months ended September 30, 2026 and 2025 (in thousands):


	Three Months Ended September 30,
	2026		2025
United States	$	125,870	$	63,180
Europe		21,900		10,882
Asia Pacific		47,783		35,434
All other		1,561		927
	$	197,114	$	110,423


	Nine Months Ended September 30,
	2026		2025
United States	$	261,000	$	146,268
Europe		51,714		31,617
Asia Pacific		138,408		121,223
All other		2,313		1,329
	$	453,435	$	300,437

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

The $45,000,000 patent litigation settlement payment, as described in additional detail in Note 11, is not associated with any specific geography, therefore it is not included in the above 2025 tables.

The Company’s long-lived tangible assets, as well as the Company’s operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets were located as follows:


	September 30, 2026		December 31, 2025
	(in thousands)
United States	$	174,518	$	140,700
International		3,469		6,990

See the condensed consolidated financial statements and footnotes for other financial information regarding the Company’s operating segment.

6. Revenues

The following tables present the Company’s net revenues disaggregated by geography based on the location of the customer, by product line (in thousands):


	Three Months Ended September 30, 2026
	Brick Products		Advanced Products		Total
United States	$	29,189	$	96,681	$	125,870
Europe		13,730		8,170		21,900
Asia Pacific		15,334		32,449		47,783
All other		-		1,561		1,561
	$	58,253	$	138,861	$	197,114


	Nine Months Ended September 30, 2026
	Brick Products		Advanced Products		Total
United States	$	72,759	$	188,241	$	261,000
Europe		36,116		15,598		51,714
Asia Pacific		46,534		91,874		138,408
All other		84		2,229		2,313
	$	155,493	$	297,942	$	453,435


	Three Months Ended September 30, 2025
	Brick Products		Advanced Products		Total
United States	$	22,957	$	40,223	$	63,180
Europe		7,086		3,796		10,882
Asia Pacific		14,828		20,606		35,434
All other		46		881		927
	$	44,917	$	65,506	$	110,423

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)


	Nine Months Ended September 30, 2025
	Brick Products		Advanced Products		Total
United States	$	51,914	$	94,354	$	146,268
Europe		21,001		10,616		31,617
Asia Pacific		41,451		79,772		121,223
All other		142		1,187		1,329
	$	114,508	$	185,929	$	300,437

The following tables present the Company’s net revenues disaggregated by the category of revenue, by product line (in thousands):


	Three Months Ended September 30, 2026
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	26,776	$	62,400	$	89,176
Stocking distributors, net of sales allowances		31,075		9,788		40,863
Non-recurring engineering		402		60		462
Royalties		—		66,613		66,613
Other		—		—		—
	$	58,253	$	138,861	$	197,114


	Nine Months Ended September 30, 2026
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	77,467	$	154,863	$	232,330
Stocking distributors, net of sales allowances		77,448		27,582		105,030
Non-recurring engineering		578		3,493		4,071
Royalties		—		112,004		112,004
Other		—		—		—
	$	155,493	$	297,942	$	453,435


	Three Months Ended September 30, 2025
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	20,728	$	31,942	$	52,670
Stocking distributors, net of sales allowances		23,850		11,318		35,168
Non-recurring engineering		339		221		560
Royalties		—		21,725		21,725
Other		—		300		300
	$	44,917	$	65,506	$	110,423

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)


	Nine Months Ended September 30, 2025
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	58,630	$	115,584	$	174,214
Stocking distributors, net of sales allowances		54,818		23,159		77,977
Non-recurring engineering		1,060		3,326		4,386
Royalties		—		42,840		42,840
Other		—		1,020		1,020
	$	114,508	$	185,929	$	300,437

The following table presents the changes in certain contract liabilities (in thousands):


	September 30, 2026			December 31, 2025			Change
Short-term deferred revenue and customer prepayments	$	(418	)	$	(3,426	)	$	3,008
Sales allowances		(3,512	)		(3,136	)		(376	)

The Company records deferred revenue, which represents a contract liability, when cash payments are received or due in advance of performance under a contract with a customer. The Company recognized revenue of approximately $60,000 for the three months ended September 30, 2026, and recognized revenue of approximately $411,000 and $2,097,000 for the three and nine months ended September 30, 2025, respectively, that was included in deferred revenue at the beginning of the respective period.

7. Stock-Based Compensation

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards, whether they possess time-based vesting provisions or performance-based vesting provisions, and awards granted under the Vicor Corporation 2017 Employee Stock Purchase Plan (“ESPP”), as of their grant date. Stock-based compensation expense was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
Cost of product revenues	$	1,203	$	1,024	$	2,936	$	2,890
Selling, general and administrative		2,655		2,117		6,699		6,101
Research and development		1,483		1,221		3,738		3,429
Total stock-based compensation	$	5,341	$	4,362	$	13,373	$	12,420

Compensation expense by type of award was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
Stock options	$	4,884	$	4,035	$	12,203	$	11,498
ESPP		457		327		1,170		922
Total stock-based compensation	$	5,341	$	4,362	$	13,373	$	12,420

8. Rental Income

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

Income, net under the Company’s operating lease agreement, for its owned facility leased to a third party in California, was approximately $284,000 for the three-month periods ended September 30, 2026 and 2025, and $851,000 for the nine-month periods ended September 30, 2026 and 2025. The initial term of the lease agreement expired on May 31, 2024 and was extended for an additional eighty-four months, commencing June 1, 2024 and ending May 31, 2031.

9. Income Taxes

The provision (benefit) for income taxes is based on the estimated annual effective tax rate for the year which includes estimated federal, state and foreign income taxes on the Company's projected pre-tax income (loss).

The provision (benefit) for income taxes and the effective income tax rates were as follows (dollars in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Provision (benefit) for income taxes	$	15,401		$	(4,988	)	$	4,265		$	3,278
Effective income tax rate		19.6	%		(21.4	)%		3.1	%		4.4	%

The effective tax rates differ from the statutory tax rates for the three and nine months ended September 30, 2026 primarily due to excess deductions related to share-based compensation, and for the three and nine months ended September 30, 2025 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets as of September 30, 2025. The provision (benefit) for income taxes for the three and nine months ended September 30, 2026 and 2025 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

The Company released its valuation allowance on the majority of its deferred tax assets as of December 31, 2025. The Company maintained a valuation allowance of $17,500,000 related primarily to state tax attributes as of September 30, 2026. On a periodic basis, the Company reassesses any valuation allowances that it maintains on its deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets.

10. Net Income per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025

Numerator:
Net income attributable to Vicor Corporation	$	63,321	$	28,292	$	133,757	$	72,023
Denominator:
Denominator for basic net income per share – weighted average shares (1)		46,129		44,734		45,845		44,986
Effect of dilutive securities:
Employee stock options (2)		1,480		196		1,679		181
Denominator for diluted net income per share – adjusted weighted-average shares and assumed conversions		47,609		44,930		47,524		45,167

Basic net income per share	$	1.37	$	0.63	$	2.92	$	1.60
Diluted net income per share	$	1.33	$	0.63	$	2.81	$	1.59

(1)

Denominator represents the weighted average number of shares of Common Stock and Class B Common Stock outstanding.

(2)

Options to purchase 184,592 and 103,609 shares of Common Stock for the three and nine months ended September 30, 2026, respectively, were not included in the calculation of net income per share as the effect would have been antidilutive. Options to purchase 1,733,948 and 1,500,723 shares of Common Stock for each of the three and nine months ended September 30, 2025, respectively, were not included in the calculation of net income per share as the effect would have been antidilutive.

11. Commitments and Contingencies

Capital Expenditure Commitments

At September 30, 2026, the Company had approximately $14,037,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing equipment.

SynQor Litigation and Payment of Final Judgment Amount

As previously reported in its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, the Company was the defendant in a patent infringement lawsuit originally filed on January 28, 2011 by SynQor, Inc. (“SynQor”) in the U.S. District Court for the Eastern District of Texas (the “District Court”). SynQor alleged that certain of the Company’s products infringed certain United States Patents owned by SynQor.

On October 26, 2022, after a trial in the District Court, the jury returned a verdict finding that the Company willfully infringed one SynQor patent, and awarding SynQor damages in the amount of $6,500,000.

On May 20, 2024, the District Court issued an Amended Corrected Final Judgment, awarding SynQor actual damages of $6,500,000, enhanced damages of $4,500,000, costs in the amount of approximately $87,000, attorney fees in the amount of $9,500,000, and pre-judgment interest of approximately $5,400,000, for a total judgment of approximately $26,000,000. In addition, the District Court ordered that post-judgment interest and additional post-judgment interest would accrue until the judgment is paid, compounded annually.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2026

(unaudited)

On March 18, 2026, the Company paid SynQor $28,557,256, representing the full amount due under the District Court's judgment, inclusive of post-judgment interest.

Class Action Litigation in the U.S. District Court for the Northern District of California

On July 11, 2024, purported short sellers of the Company’s stock filed a putative class action lawsuit in the U.S. District Court for the Northern District of California styled Benjamin Pouladian et al. v. Vicor Corporation et al., case number 3:24-cv-04196. The suit was brought against the Company and the Company’s Chief Executive Officer, President, and Chairman (the "Defendants"). The plaintiffs alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5(b) promulgated thereunder, due to allegedly false and misleading statements during earnings calls in 2023 about the Company’s commercial relationship with an existing customer. The complaint sought damages, interest and attorneys’ fees and costs. The court appointed lead plaintiffs on October 24, 2024 and restyled the case as In re Vicor Securities Litigation. An amended complaint was filed on November 22, 2024 which similarly alleged purported violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5(b) promulgated thereunder. The Defendants filed their motion to dismiss the amended complaint on January 20, 2025 and, on June 6, 2025, the U.S. District Court for the Northern District of California granted the motion to dismiss with leave to amend.

Settlement of Certain Intellectual Property Claims

On May 1, 2025, the Company entered into various settlement agreements to resolve lawsuits, arbitrations, and appeals related to certain intellectual property claims between the Company and certain parties, pursuant to which a total of $45,000,000 was paid to the Company in May 2025 (collectively, the “patent litigation settlement”). The Company incurred $5,100,000 in legal fees in connection with the patent litigation settlement, which were paid in June 2025.

Other Proceedings

In addition, the Company is involved in certain other litigation and claims incidental to the conduct of its business, both as a defendant and a plaintiff. While the outcome of such other lawsuits and claims against the Company cannot be predicted with certainty, management does not expect such litigation or claims will have a material adverse impact on the Company’s financial position or results of operations.

12. Impact of Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.

Other new pronouncements issued but not effective until after September 30, 2026 are not expected to have a material impact on the Company’s consolidated financial statements.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, operating results, and the share price of its Common Stock. This document and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) include forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbor afforded under the Private Securities Litigation Reform Act of 1995 and other safe harbors afforded under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based on our current beliefs, expectations, estimates, forecasts, and projections for the future performance of the Company and are subject to risks and uncertainties. Forward-looking statements are identified by the use of words denoting uncertain, future events, such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “if,” “intend,” “may,” “plan,” “potential,” “project,” “prospective,” “seek,” “should,” “target,” “will,” or “would,” as well as similar words and phrases, including the negatives of these terms, or other variations thereof. Forward-looking statements also include, but are not limited to, statements regarding: our ability to address certain supply chain risks; our ongoing development of power conversion architectures, switching topologies, materials, packaging, and products; the ongoing transition of our business strategically, organizationally, and operationally from serving a large number of relatively low-volume customers across diversified markets and geographies to serving a small number of relatively large volume customers; our intent to enter new market segments; the levels of customer orders overall and, in particular, from large customers and the delivery lead times associated therewith; anticipated new and existing customer wins; the financial and operational impact of customer changes to shipping schedules; the derivation of a portion of our sales in each quarter from orders booked in the same quarter; our intent to expand the percentage of revenue associated with licensing our intellectual property to third parties; our plans to invest in expanded manufacturing capacity, including the implementation of new manufacturing processes; our belief that cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs and capital equipment purchases, for the foreseeable future; our outlook regarding tariffs and the impact thereof on our business; our belief that we have limited exposure to currency risks; our intentions regarding the declaration and payment of cash dividends; our intentions regarding protecting our rights under our patents; and our expectation that no current litigation or claims will have a material adverse impact on our financial position or results of operations. These forward-looking statements are based upon our current expectations and estimates associated with prospective events and circumstances that may or may not be within our control and as to which there can be no assurance. Actual results could differ materially from those implied by forward-looking statements as a result of various factors, including but not limited to those described above, as well as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under Part I, Item 1 — “Business,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those described in this Quarterly Report on Form 10-Q, particularly under Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The discussion of our business contained herein, including the identification and assessment of factors that may influence actual results, may not be exhaustive. Therefore, the information presented should be read together with other documents we file with the SEC from time to time, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which may supplement, modify, supersede, or update the factors discussed in this Quarterly Report on Form 10-Q. Any forward-looking statement made in this Quarterly Report on Form 10-Q is based on information currently available to us and speaks only as of the date on which it is made. We do not undertake any obligation to update any forward-looking statements as a result of future events or developments, except as required by law.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

Overview

We design, develop, manufacture, and market modular power components and power systems for converting electrical power for use in electrically-powered devices. Our competitive position is supported by innovations in product design and achievements in product performance, largely enabled by our focus on the research and development of advanced technologies and processes, often implemented in proprietary semiconductor circuitry, materials, and packaging. Many of our products incorporate patented or proprietary implementations of high-frequency switching topologies enabling power system solutions that are more efficient and much smaller than conventional alternatives. Our strategy emphasizes demonstrable product differentiation and a value proposition based on competitively superior solution performance, advantageous design flexibility, and a compelling total cost of ownership. While we offer a wide range of alternating current (“AC”) and direct current (“DC”) power conversion products, we consider our core competencies to be associated with 48V DC distribution, which offers numerous inherent cost and performance advantages over lower distribution voltages. However, we also offer products addressing other DC voltage standards (e.g., 380V for power distribution in data centers, 110V for rail applications, 28V for military and avionics applications, and 24V for industrial automation).

Based on design, performance, and form factor considerations, as well as the range of evolving applications for which our products are appropriate, we categorize our product portfolios as either “Advanced Products” or “Brick Products.” The Advanced Products category consists of our more recently introduced products, which are largely used to implement our proprietary Factorized Power Architecture™ (“FPA”), an innovative power distribution architecture enabling flexible, rapid power system design using individual components optimized to perform a specific conversion function.

The Brick Products category largely consists of our broad and well-established families of integrated power converters, incorporating multiple conversion stages, used in conventional power systems architectures. Given the growth profiles of the markets we serve with our Advanced Products line and our Brick Products line, our strategy involves a continuing transition in organizational focus, emphasizing investment in our Advanced Products line and targeting high-growth market segments with a low-mix, high-volume operational model, while maintaining a profitable business in the mature market segments we serve with our Brick Products line with a high-mix, low-volume operational model.

The applications in which our Advanced Products and Brick Products are used are typically in the higher-performance, higher-power segments of the market segments we serve. With our Advanced Products, we generally serve large Original Equipment Manufacturers (“OEMs”), Original Design Manufacturers (“ODMs”), and their contract manufacturers, with sales currently concentrated in the data center and hyperscaler segments of enterprise computing, in which our products are used for power delivery on server motherboards, in server racks, and across datacenter infrastructure. We have established a leadership position in the emerging market segment for powering high-performance processors used for acceleration of applications associated with artificial intelligence (“AI”). Our customers in the AI market segment include the leading innovators in processor and accelerator design, as well as early adopters in cloud computing and high performance computing. We also serve applications in aerospace and aviation, defense electronics, satellites, factory automation, instrumentation, test equipment, transportation, telecommunications and networking infrastructure, and vehicles (notably in the autonomous driving, electric vehicle, and hybrid vehicle niches of the vehicle segment). With our Brick Products, we generally serve a fragmented base of large and small customers, concentrated in aerospace and defense electronics, industrial equipment, instrumentation and test equipment, and transportation (notably in rail and heavy equipment applications). With our strategic emphasis on larger, high-volume customers, we expect to experience over time a greater concentration of sales, including from intellectual property licensing, among relatively fewer customers.

Our quarterly consolidated operating results can be difficult to forecast and have been subject to significant fluctuations. We plan our production and inventory levels based on management’s estimates of customer demand, customer forecasts, and other information sources. Customer forecasts, particularly those of OEM, ODM, and contract manufacturing customers to which we supply Advanced Products in high volumes, are subject to scheduling changes on short notice, contributing to operating inefficiencies and excess costs. In addition, external factors such as supply chain uncertainties, which are often associated with the cyclicality of the electronics industry, regional macroeconomic and trade-related circumstances, and force majeure events, have caused our operating results to vary meaningfully. Supply chain disruptions, including those associated with our reliance on outsourced package process steps that are essential in the production of some of our Advanced Products, and those relating, for example, to the procurement of raw material, have in the past negatively impacted and may in the future negatively impact our operating results. We have taken steps to mitigate the impact of supply chain disruptions by, among other things and in varying degrees, moving outsourced manufacturing steps in-house to the Company, ordering supplies with extended lead times, paying higher prices for certain supplies or outsourced production, and expediting deliveries at a cost premium. The resulting impact of the steps taken to mitigate supply chain disruptions

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

has, to varying degrees and at different times, reduced our revenue, gross margin, operating profit and cash flow and may continue to do so in the future. Our quarterly gross margin as a percentage of net revenues may vary, depending on production volumes, licensing income, average selling prices, average unit costs, the mix of products sold during that quarter, and the level of importation of raw materials subject to tariffs. Our quarterly operating margin as a percentage of net revenues also may vary with changes in revenue and product level profitability, but our operating costs are largely associated with compensation and related employee costs, which are not subject to sudden or significant changes.

Summary of Third Quarter 2026 Financial Performance Compared to Second Quarter 2026 Financial Performance

The following summarizes our financial performance for the third quarter of 2026, compared to the second quarter of 2026:

•

Total net revenues increased 37.5% to $197,114,000 for the third quarter of 2026, from $143,352,000 for the second quarter of 2026. Net revenues for Brick Products increased 18.4% compared to the second quarter of 2026, primarily due to improved market demand. Advanced Products net revenues increased 47.5% compared to the second quarter of 2026, primarily due to higher royalty revenue and improved market demand.

•

Export sales represented approximately 36.1% of total net revenues in the third quarter of 2026 as compared to 46.0% in the second quarter of 2026.

•

Gross margin for the third quarter of 2026 increased $51,560,000, or 62.0% to $134,680,000 from $83,120,000 for the second quarter of 2026. Gross margin, as a percentage of net revenues and patent litigation settlement, increased to 68.3% for the third quarter of 2026 from 58.0% for the second quarter of 2026. The increase in gross margin dollars and gross margin percentage was primarily attributable to the favorable impact from higher sales volume, including royalty revenue, and a decrease in freight-in and tariff spending of $2,240,000 (net of approximately $2,768,000 in duty drawback recovery in the third quarter of 2026 of previously paid tariffs and $11,000 in duty drawback recovery in the second quarter of 2026 of previously paid tariffs).

•

Backlog, which represents the total value of orders for products for which shipment is scheduled within the next 12 months, was approximately $406,043,000 at the end of the third quarter of 2026, as compared to $379,736,000 at the end of the second quarter of 2026.

•

Operating expenses for the third quarter of 2026 increased $14,290,000, or 29.6%, to $62,532,000 from $48,242,000 for the second quarter of 2026, due to an increase in selling, general and administrative expenses of $10,962,000, and an increase in research and development expenses of $3,328,000.

•

We reported net income for the third quarter of 2026 of $63,321,000, or $1.33 per diluted share, compared to net income of $49,772,000, or $1.04 per diluted share, for the second quarter of 2026. Net income in the second quarter of 2026 includes tax benefits due to excess deductions related to share-based compensation.

•

For the third quarter of 2026, depreciation and amortization totaled $5,532,000 and capital additions totaled $16,140,000 as compared to depreciation and amortization of $5,423,000 and capital additions of $11,173,000 for the second quarter of 2026.

•

Inventories increased by approximately $6,433,000, or 6.2%, to $110,922,000 at September 30, 2026, compared to $104,489,000 at June 30, 2026, in anticipation of increased volume to fulfill backlog.

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Total net revenues for the third quarter of 2026 were $197,114,000, an increase of $86,691,000, or 78.5%, as compared to $110,423,000 for the third quarter of 2025. Net revenues, by product line, for the three months ended September 30, 2026 and 2025 were as follows (dollars in thousands):


					Increase
	2026		2025		$		%
Advanced Products including Royalty Revenue	$	138,861	$	65,506	$	73,355		112.0	%
Brick Products		58,253		44,917		13,336		29.7	%

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026


Total net revenues		$	197,114				$	110,423			$	86,691				78.5	%

The increase in net revenues for Advanced Products was primarily due to higher royalty revenue due to a new license agreement entered into during the quarter ended September 30, 2026 and volume increases due to improved market demand. The increase in net revenues for Brick Products was primarily due to improved volume increases due to increased market demand.

Gross margin for the third quarter of 2026 increased $71,167,000, or 112.1%, to $134,680,000, from $63,513,000 for the third quarter of 2025. Gross margin, as a percentage of net revenues and patent litigation settlement, increased to 68.3% for the third quarter of 2026, compared to 57.5% for the third quarter of 2025. The increase in gross margin dollars and gross margin percentage was primarily attributable to the favorable impact from higher sales volume, including higher royalty revenue, and the favorable impact from production efficiencies on that higher sales volume, offset by unfavorable sales mix on the increased sales volume and slightly increased freight-in and tariff spending of $159,000 (net of approximately $2,768,000 in duty drawback recovery in the third quarter of 2026 and $712,000 in duty drawback recovery in the third quarter of 2025 of previously paid tariffs).

Selling, general and administrative expenses were $38,563,000 for the third quarter of 2026, an increase of $15,816,000, or 69.5%, from $22,747,000 for the third quarter of 2025. Selling, general and administrative expenses as a percentage of total net revenues and patent litigation settlement decreased to 19.6% for the third quarter of 2026 from 20.6% for the third quarter of 2025. The components of the $15,816,000 increase in selling, general and administrative expenses for the third quarter of 2026 compared to the third quarter of 2025 were as follows (dollars in thousands):


	Increase (Decrease)
Legal fees	$	13,926		642.1	%	(1	)
Compensation		1,971		14.6	%	(2	)
Outside services		839		98.7	%	(3	)
Litigation, other		(395	)	(100.0	)%	(4	)
Facilities allocations		(641	)	(73.3	)%	(5	)
Other, net		116		1.8	%
	$	15,816		69.5	%

(1)

Increase primarily attributable to legal fees associated with licensing agreements and an increase in legal activity.

(2)

Increase primarily attributable to annual compensation adjustments in May 2026 and higher stock-based compensation expense associated with stock options awarded in May 2026.

(3)

Increase primarily attributable to an increase in the use of consultants.

(4)

Decrease primarily attributable to a decrease in post-judgment interest and other costs relating to the litigation-contingency accrual with respect to our litigation with SynQor, Inc.

(5)

Decrease primarily attributable to an increase in facilities allocations.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

Research and development expenses were $23,969,000 for the third quarter of 2026, an increase of $4,110,000, or 20.7%, compared to $19,859,000 for the third quarter of 2025. As a percentage of total net revenues and patent litigation settlement, research and development expenses decreased to 12.2% for the third quarter of 2026 from 18.0% for the third quarter of 2025. The components of the $4,110,000 increase in research and development expenses for the third quarter of 2026 compared to the third quarter of 2025 were as follows (dollars in thousands):


	Increase (decrease)
Waste disposal	$	1,633		1,794.9	%	(1	)
Project and pre-production materials		1,586		54.5	%	(2	)
Compensation		993		8.4	%	(3	)
Outside services		507		45.5	%	(4	)
Equipment set-up and calibration		(177	)	(57.3	)%	(5	)
Overhead absorption		(332	)	(184.9	)%	(6	)
Other, net		(100	)	(2.6	)%
	$	4,110		20.7	%

(1)

Increase primarily attributable to an increase in waste disposal activities related to improving production process capabilities for our Advanced Products.

(2)

Increase primarily attributable to increased prototype development costs for Advanced Products.

(3)

Increase primarily attributable to annual compensation adjustments in May 2026 and higher stock-based compensation expense associated with stock options awarded in May 2026.

(4)

Increase primarily attributable to an increase in the use of outside service providers for our manufacturing facility.

(5)

Decrease primarily attributable to a decrease in equipment set-up and calibration for Advanced Products production.

(6)

Decrease primarily attributable to an increase in research and development personnel incurring time on production activities, compared to research and development activities.

The significant components of “Other income (expense), net” for the three months ended September 30, 2026 and 2025 and the changes between the periods were as follows (in thousands):


	2026		2025			Increase
Interest income, net	$	5,349	$	3,113		$	2,236
Insurance refund for loss of equipment		901		—			901
Rental income		284		284			—
Foreign currency gains (losses), net		15		(150	)		165
Gain (loss) on disposal of equipment		3		(848	)		851
Other, net		33		8			25
	$	6,585	$	2,407		$	4,178

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of Vicor Japan Company, Ltd. (“VJCL”), for which the functional currency is the Japanese Yen, and all other subsidiaries in Europe and Asia, for which the functional currency is the U.S. Dollar. These subsidiaries in Europe and Asia experienced favorable foreign currency exchange rate fluctuations in the third quarter of 2026 compared to the third quarter of 2025.

Income before income taxes was $78,733,000 for the third quarter of 2026, as compared to $23,314,000 for the third quarter of 2025.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

The provision (benefit) for income taxes and the effective income tax rates for the three months ended September 30, 2026 and 2025 were as follows (dollars in thousands):


	2026			2025
Provision (benefit) for income taxes	$	15,401		$	(4,988	)
Effective income tax rate		19.6	%		(21.4	)%

The effective tax rates differ from the statutory tax rates for the three months ended September 30, 2026 primarily due to excess deductions related to share-based compensation, and for the three months ended September 30, 2025 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets as of September 30, 2025. The provision (benefit) for income taxes for the three months ended September 30, 2026 and 2025 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

We reported net income for the third quarter of 2026 of $63,321,000, or $1.33 per diluted share, compared to net income of $28,292,000, or $0.63 per diluted share, for the third quarter of 2025.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Net revenues for the nine months ended September 30, 2026 were $453,435,000, an increase of $152,998,000, or 50.9%, from $300,437,000 for the nine months ended September 30, 2025. Net revenues, by product line, for the nine months ended September 30, 2026 and the nine months ended September 30, 2025 were as follows (dollars in thousands):


					Increase
	2026		2025		$		%
Advanced Products including Royalty Revenue	$	297,942	$	185,929	$	112,013		60.2	%
Brick Products		155,493		114,508		40,985		35.8	%
Total net revenues	$	453,435	$	300,437	$	152,998		50.9	%

The increase in net revenues for Advanced Products was primarily due to higher royalty revenue due to new license agreements entered into during the nine months ended September 30, 2026 and volume increases due to improved market demand. The increase in net revenues for Brick Products was primarily due to improved volume increases due to increased market demand.

During the nine months ended September 30, 2025, the Company received a patent litigation settlement payment of $45,000,000 (as described in more detail in Note 11 to the Condensed Consolidated Financial Statements).

Gross margin for the nine months ended September 30, 2026 increased $80,160,000, or 40.1%, to $280,166,000, from $200,006,000 for the nine months ended September 30, 2025. Gross margin, as a percentage of net revenues and patent litigation settlement, increased to 61.8% for the nine months ended September 30, 2026, as compared to 57.9% for the nine months ended September 30, 2025. The increase in gross margin dollars and gross margin percentage was primarily attributable to the favorable impact from higher sales volume, including higher royalty revenue, and the favorable impact from production efficiencies on that higher sales volume, offset by the impact from the $45,000,000 patent litigation settlement payment received by the Company in the second quarter of 2025, unfavorable sales mix on the increased sales volume, and increased freight-in and tariff spending of $3,713,000 (net of approximately $2,972,000 in duty drawback recovery in the nine months ended September 30, 2026 and $712,000 in duty drawback recovery in the nine months ended September 30, 2025 of previously paid tariffs).

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

Selling, general and administrative expenses were $89,356,000 for the nine months ended September 30, 2026, an increase of $13,520,000, or 17.8%, compared to $75,836,000 for the nine months ended September 30, 2025. Selling, general and administrative expenses as a percentage of total net revenues and patent litigation settlement decreased to 19.7% for the nine months ended September 30, 2026 from 22.0% for the nine months ended September 30, 2025. The components of the $13,520,000 increase in selling, general and administrative expenses for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 were as follows (dollars in thousands):


	Increase (Decrease)
Legal fees	$	9,506		70.6	%	(1	)
Compensation		5,175		12.7	%	(2	)
Outside services		750		21.9	%	(3	)
Travel expense		347		20.6	%	(4	)
Information technology expense		(369	)	(10.7	)%	(5	)
Facilities allocations		(838	)	(30.6	)%	(6	)
Litigation, other		(847	)	(73.8	)%	(7	)
Other, net		(204	)	(1.4	)%
	$	13,520		17.8	%

(1)

Increase primarily attributable to legal fees associated with licensing agreements and an increase in legal activity.

(2)

Increase primarily attributable to tax withholdings and employer taxes associated with an increase in stock option exercises and annual compensation adjustments in May 2026.

(3)

Increase primarily attributable to an increase in the use of consultants.

(4)

Increase primarily attributable to an increase in travel by the Company’s sales and marketing personnel.

(5)

Decrease primarily attributable to a decrease in computer software services relating to new internal-use software implementation.

(6)

Decrease primarily attributable to an increase in facilities allocations.

(7)

Decrease primarily attributable to a decrease in post-judgment interest and other costs relating to the litigation-contingency accrual with respect to our litigation with SynQor, Inc.

Research and development expenses were $66,900,000 for the nine months ended September 30, 2026, an increase of $8,873,000, or 15.3%, from $58,027,000 for the nine months ended September 30, 2025. As a percentage of total net revenues and patent litigation settlement, research and development expenses decreased to 14.8% for the nine months ended September 30, 2026 from 16.8% for the nine months ended September 30, 2025. The components of the $8,873,000 increase in research and development expenses for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 were as follows (dollars in thousands):


	Increase (decrease)
Project and pre-production materials	$	3,558		52.1	%	(1	)
Compensation		3,443		9.7	%	(2	)
Waste disposal		1,547		144.9	%	(3	)
Outside services		1,493		44.9	%	(4	)
Facilities allocations		364		12.7	%	(5	)
Equipment set-up and calibration		(727	)	(47.9	)%	(6	)
Overhead absorption		(779	)	(150.5	)%	(7	)
Other, net		(26	)	(0.4	)%
	$	8,873		15.3	%

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

(1)

Increase primarily attributable to increased prototype development costs for Advanced Products.

(2)

Increase primarily attributable to tax withholdings and employer taxes associated with an increase in stock option exercises and annual compensation adjustments in May 2026.

(3)

Increase primarily attributable to an increase in waste disposal activities related to improving production process capabilities for our Advanced Products.

(4)

Increase primarily attributable to an increase in the use of outside service providers for our manufacturing facility.

(5)

Increase primarily attributable to an increase in utilities, building maintenance expenses and property taxes.

(6)

Decrease primarily attributable to a decrease in equipment set-up and calibration for Advanced Products production.

(7)

Decrease primarily attributable to an increase in research and development personnel incurring time on production activities, compared to research and development activities.

The significant components of “Other income (expense), net” for the nine months ended September 30, 2026 and the nine months ended September 30, 2025 and the changes from period to period were as follows (in thousands):



	2026			2025			Increase (decrease)
Interest income, net	$	11,973		$	8,779		$	3,194
Insurance refund for loss of equipment		901			—			901
Rental income		851			851			—
Insurance settlement		533			—			533
Gain (loss) on disposal of equipment		78			(848	)		926
Foreign currency (losses) gains, net		(195	)		407			(602	)
Other, net		8			9			(1	)
	$	14,149		$	9,198		$	4,951

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of VJCL, for which the functional currency is the Japanese Yen, and all other subsidiaries in Europe and Asia, for which the functional currency is the U.S. Dollar. These subsidiaries in Europe and Asia experienced unfavorable foreign currency exchange rate fluctuations in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Income before income taxes was $138,059,000 for the nine months ended September 30, 2026, as compared to $75,341,000 for the nine months ended September 30, 2025.

The provision for income taxes and the effective income tax rates for the nine months ended September 30, 2026 and 2025 were as follows (dollars in thousands):


	2026			2025
Provision for income taxes	$	4,265		$	3,278
Effective income tax rate		3.1	%		4.4	%

The effective tax rates differ from the statutory tax rates for the nine months ended September 30, 2026 primarily due to excess deductions related to share-based compensation, and for the nine months ended September 30, 2025 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets as of September 30, 2025. The provision for income taxes for the nine months ended September 30, 2026 and 2025 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

We reported net income for the nine months ended September 30, 2026 of $133,757,000, or $2.81 per diluted share, as compared to net income of $72,023,000, or $1.59 per diluted share, for the nine months ended September 30, 2025.

Liquidity and Capital Resources

As of September 30, 2026, we had $513,137,000 in cash and cash equivalents. The ratio of total current assets to total current liabilities was 11.4:1 as of September 30, 2026 and 9.0:1 as of December 31, 2025. Working capital, defined as total current assets less total current liabilities, increased $171,624,000 to $693,666,000 as of September 30, 2026 from $522,042,000 as of December 31, 2025.

The changes in working capital from December 31, 2025 to September 30, 2026 were as follows (in thousands):


	Increase (decrease)
Cash and cash equivalents	$	110,332
Accounts receivable		61,772
Inventories		19,582
Other current assets		(18,908	)
Accounts payable		(12,044	)
Accrued compensation and benefits		(2,119	)
Accrued expenses		(18,429	)
Accrued litigation		28,275
Short-term deferred revenue		3,008
Other		155
	$	171,624

The primary sources of cash for the nine months ended September 30, 2026 were $80,364,000 generated from operations, $47,087,000 received in connection with the exercise of options to purchase our Common Stock awarded under our stock option plans and the issuance of Common Stock under our 2017 Employee Stock Purchase Plan, $19,513,000 of proceeds from advanced manufacturing investment credits, and $3,000,000 from the sales of investments. The primary use of cash during the nine months ended September 30, 2026 was for the purchase of equipment of $39,700,000.

In July 2024, our Board of Directors authorized the repurchase of up to $100,000,000 of our Common Stock (the “Repurchase Authorization”). In August 2026, our Board of Directors authorized the repurchase of up to $150,000,000 of our Common Stock (the “New Repurchase Authorization”). The New Repurchase Authorization replaces the July 2024 Repurchase Authorization in its entirety and no further repurchases will be made pursuant to the July 2024 Repurchase Authorization. The timing and amounts of Common Stock repurchases pursuant to the New Repurchase Authorization are at the discretion of the Company’s President and Chief Executive Officer based upon economic and financial market conditions. The New Repurchase Authorization does not expire.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

September 30, 2026

As of September 30, 2026, we had a total of approximately $14,037,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing and production equipment, which we intend to fund with existing cash, and approximately $7,444,000 of capital expenditure items and internal-use software which had been received and included in Property, plant and equipment, net in the accompanying Condensed Consolidated Balance Sheets, but not yet paid for. Our primary needs for liquidity are for making continuing investments in manufacturing and production equipment. We believe cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs and capital equipment purchases, for both the short and long term.

We do not consider the impact of inflation or fluctuations in the exchange rates for foreign currency transactions to have been significant during the last three fiscal years.

Critical Accounting Policies and Estimates

There have been no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended September 30, 2026. Refer to the section entitled “Critical Accounting Policies and Estimates” in Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company licenses its intellectual property under right to use licenses, in which royalties due to the Company are generally based upon a percentage of the licensee’s sales. For these licensing transactions, the Company utilizes the exception under the revenue recognition guidance for the recognition of sales- or usage-based royalties, in which the royalties are not recognized until the later of when 1) the customer’s subsequent sales or usages occur, or 2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied or partially satisfied. In certain right to use licenses where payment is not based on sales-or-usage-based royalties, the Company estimates consideration it expects to be entitled to considering minimum expected payments and potential price concessions. Revenue for these licenses is recognized in an amount that is probable that a significant reversal in the cumulative amount of revenue recognized would not occur. In certain right-to-use license arrangements, the Company recognizes revenue upon receipt of payment, consistent with the alternative revenue recognition model prescribed by Accounting Standards Codification 606, Revenue from Contracts with Customers. This policy is re-evaluated periodically based on the facts and circumstances of each licensee.

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Vicor Corporation

September 30, 2026

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks in the ordinary course of our business, including changes in interest rates affecting the return on our cash and cash equivalents, our short-term investments and fluctuations in foreign currency exchange rates. As our cash and cash equivalents and short-term investments consist principally of cash accounts, money market securities, and U.S. Treasury securities, which are short-term in nature, we believe our exposure to market risk on interest rate fluctuations for these investments is not significant.

Our exposure to market risk for fluctuations in foreign currency exchange rates relates to the operations of VJCL, for which the functional currency is the Japanese Yen, and changes in the relative value of the Yen to the U.S. Dollar. The functional currency of all other subsidiaries in Europe and Asia is the U.S. Dollar. While we believe the risk of fluctuations in foreign currency exchange rates for these subsidiaries is generally not significant, they can be subject to substantial currency changes, and therefore foreign exchange exposures. These gains or losses are recorded in “Accumulated other comprehensive income (loss)”, a component of Stockholders' Equity.

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Vicor Corporation

September 30, 2026

Item 4 — Controls and Procedures

(a)

Disclosure regarding controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our Chief Executive Officer (“CEO”) (who is our principal executive officer) and Chief Financial Officer (“CFO”) (who is our principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our CEO and CFO concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Accordingly, management, including the CEO and CFO, recognizes our disclosure controls or our internal control over financial reporting may not prevent or detect all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any control’s effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

(b)

Changes in internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Vicor Corporation

Part II – Other Information

September 30, 2026

Item 1 — Legal Proceedings

We are involved in various claims and legal proceedings of a nature considered ordinary course in our business, including those described under Note 11. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 – “Financial Statements.”

Item 1A — Risk Factors

There have been no material changes in the risk factors and uncertainties related to our business described in Part I, Item 1A – “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


Third Quarter 2026	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 1 - 31, 2026		—	$	—		—	$	64,327,067
August 1 - 24, 2026		—	$	—		—	$	64,327,067
August 25 - 31, 2026		—	$	—		—	$	150,000,000
September 1 - 30, 2026		—	$	—		—	$	150,000,000
Total		—	$	—		—	$	150,000,000

Item 5 — Other Information

Except as set forth below, during the three months ended September 30, 2026, no director or Section 16 officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On July 23, 2026, Andrew T. D’Amico, Director of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale, pursuant to the terms of the arrangement, of an aggregate of up to 33,562 shares of the Company’s common stock. Mr. D’Amico’s trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of Mr. D’Amico’s trading arrangement is estimated to be from October 22, 2026 until December 31, 2028.

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Item 6 — Exhibits


Exhibit Number		Description
3.1		Restated Certificate of Incorporation, dated February 28, 1990 (1)

3.2		Certificate of Ownership and Merger Merging Westcor Corporation, a Delaware Corporation, into Vicor Corporation, a Delaware corporation, dated December 3, 1990 (1)

3.3		Certificate of Amendment of Restated Certificate of Incorporation, dated May 10, 1991 (1)

3.4		Certificate of Amendment of Restated Certificate of Incorporation, dated June 23, 1992 (1)

3.5		Bylaws, as amended (2)

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

		(1) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 29, 2001 (File No. 000-18277) and incorporated herein by reference.

		(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 10, 2026 (File No. 000-18277) and incorporated herein by reference.

* Filed herewith.

** The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	VICOR CORPORATION

Date: October 26, 2026	By:	/s/ Patrizio Vinciarelli
		Patrizio Vinciarelli
		Chairman of the Board, President and
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 26, 2026	By:	/s/ James F. Schmidt
		James F. Schmidt
		Vice President, Chief Financial Officer
		(Principal Financial Officer)