Littelfuse Files 8-K for Material Agreement

TL;DR

LFUS filed an 8-K for a material agreement on 10/24.

AI Summary

Littelfuse, Inc. (LFUS) filed an 8-K on October 28, 2025, reporting a material definitive agreement entered into on October 24, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial implications, are not detailed in the provided text.

Why It Matters

This filing indicates a significant business development for Littelfuse, Inc., potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications, but the specific nature and impact are not detailed.

Key Players & Entities

• LITTELFUSE INC /DE (company) — Registrant
• 0000889331-25-000186 (document_id) — Accession Number
• October 24, 2025 (date) — Date of earliest event reported
• October 28, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 36-3795742 (tax_id) — IRS Employer Identification No.
• 6133 N. River Road , Suite 500 , Rosemont , IL 60018 (address) — Principal executive offices
• 773-628-1000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share LFUS NASDAQ Global Select Mar
• $350 million — r for a purchase price of approximately $350 million in cash, subject to certain adjustments

Filing Documents

• lfus-20251024.htm (8-K) — 45KB
• exhibit21-baslerelectricco.htm (EX-2.1) — 727KB
• exhibit101-formofnonxcompe.htm (EX-10.1) — 37KB
• primepressreleasev3.htm (EX-99.1) — 16KB
• primeannouncementv3.htm (EX-99.2) — 12KB
• image_0a.jpg (GRAPHIC) — 17KB
• primeannouncementv3001.jpg (GRAPHIC) — 133KB
• primeannouncementv3002.jpg (GRAPHIC) — 316KB
• primeannouncementv3003.jpg (GRAPHIC) — 108KB
• primeannouncementv3004.jpg (GRAPHIC) — 114KB
• primeannouncementv3005.jpg (GRAPHIC) — 133KB
• primeannouncementv3006.jpg (GRAPHIC) — 134KB
• 0000889331-25-000186.txt ( ) — 2399KB
• lfus-20251024.xsd (EX-101.SCH) — 2KB
• lfus-20251024_lab.xml (EX-101.LAB) — 22KB
• lfus-20251024_pre.xml (EX-101.PRE) — 13KB
• lfus-20251024_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 24, 2025 (the "Effective Date"), Littelfuse, Inc., a Delaware corporation ("Littelfuse" or the "Company"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Basler Holdings, LLC ("Seller"), pursuant to which the Company has agreed to acquire all of the issued and outstanding membership interests of Basler Electric Company ("Basler"), as further described below. Transaction Overview On the terms and conditions set forth in the Purchase Agreement, the Company has agreed to purchase all of the issued and outstanding membership interests of Basler for a purchase price of approximately $350 million in cash, subject to certain adjustments after closing (the "Transaction"). The completion of the Transaction is subject to certain customary closing conditions, including (i) expiration or termination of any waiting periods (and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order that enjoins, prohibits or otherwise prevents the consummation of the Transaction; (iii) the absence of any actions instituted against a party before any governmental authority that could reasonably be expected to enjoin, prohibit or otherwise prevent the consummation of the Transaction; and (iv) the receipt of certain required consents, including approvals of specified governmental authorities having been obtained. Each party's obligation to consummate the Transaction is also subject to certain additional closing conditions, including the material accuracy of the other party's representations and warranties contained in the Purchase Agreement, and the other party's compliance in all material respects with its covenants and agreements contained in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to spe

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 28, 2025, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01. To supplement the information in the press release, the Company has also prepared an investor presentation, which is furnished as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01. The information in Exhibits 99.1 and 99.2 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements The statements in this current report on Form 8-K that are not historical facts, including statements with respect to the expected timetable for closing the proposed Transaction, are intended to constitute "forward-looking statements" entitled to the safe-harbor provisions of the Private Securities Litigation Reform Act. Such statements are based on Littelfuse's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties relating to general economic conditions; product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; cybersecurity matters; failure of an indemnification for environmental liability; changes in import and export duty and tariff rates; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes and shortages; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes; integration of acquisitions may not be achieved in a timely manner, or at all; limited realization of the expected benefits from investment and strategic plans; the ability to satisfy the conditions to closing of the transaction, on the expected timing or at all; the ability to obtain required regulatory approvals for the proposed transaction, on the expected timing or at all; the risk that the closing of the proposed transaction is delayed or does not occur at all, for reasons beyond Littelfuse's control; the risk of stockholder litigation relating to the proposed transaction, including resulting expense or del

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Membership Interest Purchase Agreement, dated October 24, 2025, by and between Littelfuse, Inc. and Basler Holdings, LLC.* 10.1 Form of Non-Compete, Non-Solicitation, Indemnification, Resignation and Release Agreement. 99.1 Press Release, dated October 28, 2025. 99.2 Investor Presentation, dated October 28, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Littelfuse agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request. Signature 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. Littelfuse, Inc. Date: October 28, 2025 By: /s/ Ryan K. Stafford Executive Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR