UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20579

FORM 8-K


CURRENT REPORT

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

Date of Report: ~~April~~May 2927, 2025

(Date of earliest event reported)

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-20388	36-3795742
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6133 ~~North~~N. River Road, Suite 500, Rosemont, IL 60018

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (773) 628-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.01 per share

LFUS

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~On ~~information~~May ~~contained~~27, ~~within~~2025, ~~Item~~Littelfuse, 2Inc.02 of(the ~~this~~“Company”) ~~Form~~announced ~~8-K~~that ~~and~~Abhishek ~~the~~Khandelwal ~~Exhibits~~had ~~attached~~been ~~hereto~~appointed ~~shall~~as ~~not~~Executive beVice ~~deemed~~President toand beChief ~~"filed"~~Financial ~~for~~Officer ~~purposes~~(“CFO”) of ~~Section~~the 18Company. In ofsuch role, Mr. Khandelwal will serve as the ~~Securities~~Company’s ~~Exchange~~principal ~~Act~~financial ofofficer. ~~1934,~~Mr. Khandelwal’s appointment will be effective as ~~amended~~of June 18, ~~and~~2025, ~~shall~~his ~~not~~employment becommencement ~~deemed~~date. The ~~incorporated~~Company byalso ~~reference~~announced ~~into~~that ~~any~~Meenal ~~filing~~Sethna ~~under~~would no longer serve as the ~~Securities~~Company’s ~~Act~~Executive Vice President and Chief Financial Officer and principal financial officer as of ~~1933~~June 18, as2025. ~~amended~~As previously announced, ~~except~~though, asMs. ~~shall~~Sethna bewill ~~expressly~~remain ~~set~~with ~~forth~~the byCompany ~~specific~~to ~~reference~~support inthe ~~such~~transition ~~filing~~to Mr. Khandelwal.

OnMr. ~~April 29~~Khandelwal previously served as Senior Vice President and Chief Financial Officer of IDEX Corporation, ~~2025~~an industrial design and manufacturing company, ~~Littelfuse~~since November 2023. Prior to that, ~~Inc~~Mr. ~~(the~~Khandelwal ~~“Company”)~~served ~~issued~~as aChief ~~press~~Financial ~~release~~Officer ~~announcing~~of ~~the~~Multi-Color ~~results~~Corporation, a manufacturer of ~~its~~printed ~~operations~~labels for ~~the~~consumer ~~quarter~~goods, ~~ended~~from ~~March 29~~January 2022 through November 2023, ~~2025.~~and Aas ~~copy~~Senior ofVice ~~the~~President ~~press~~and ~~release~~Chief isFinancial ~~attached~~Officer asof ~~Exhibit~~CIRCOR ~~99.1~~International, toa ~~this~~pump ~~Form~~& ~~8-K~~valve systems and ~~incorporated~~custom byengineering ~~reference~~& todesign ~~this~~company, ~~Item~~from 2April 2020 through December 2021.02 asFrom if2010 ~~fully~~through ~~set~~March ~~forth~~2020, ~~herein~~Mr. AKhandelwal ~~copy~~held ofvarious ~~the~~finance ~~press~~roles ~~release~~at ~~will~~IDEX ~~also~~Corporation, beincluding ~~available~~as onVice ~~the~~President ~~Company’s~~of ~~website~~Finance Operations, Treasury and Financial Planning & Analysis.

~~Item~~Mr. 7Khandelwal and the Company have entered into an Offer Letter (the “Offer Letter”) pursuant to which Mr.01 ~~Regulation~~Khandelwal FDwill ~~Disclosure~~receive an initial base salary of $650,000 per annum and an initial annual target bonus opportunity of 85% of base salary (prorated for partial years of service). He will participate in the Company’s annual equity incentive program with an initial equity award value of 250% of his base salary. This equity award for 2025 will be prorated for the period worked during the year, and include a grant of performance share units with an approximate value of $650,000 and a grant of restricted stock units with an approximate value of $650,000 based on the closing price of Company common stock on June 18, 2025. In addition, Mr. Khandelwal will receive a cash sign-on bonus of $250,000 and a sign-on equity award of performance share units with an approximate value of $1,000,000 and restricted stock units with an approximate value of $1,000,000, each based on the closing price of Company common stock on June 18, 2025. The initial performance share award will vest three years after the grant date based on the Company’s total shareholder return relative to the Russell 3000 Index over a three-year performance period from April 24, 2025 through April 23, 2028. Mr. Khandelwal will also participate in the Company’s benefit plans and perquisites programs.

ToMr. ~~supplement~~Khandelwal ~~the~~will ~~information~~participate in the ~~attached~~Company’s ~~press~~Executive ~~release,~~Severance Policy (as described in the Company’s ~~has~~Annual ~~also~~Proxy ~~prepared~~Statement filed with the Securities and Exchange Commission on March 14, 2025) with a ~~presentation~~severance multiple of 1.5. In accordance with the Offer Letter, ~~which~~Mr. Khandelwal will bealso ~~available~~enter into a change of control agreement with the Company on the Company’s ~~website~~standard atform ~~https://investor~~for executives ("COC Agreement"), with a severance multiple of 1.~~littelfuse~~5.~~com/events-and-presentations~~ The ~~and~~COC isAgreement ~~attached~~will ~~hereto~~be in effect through December 31, 2026, and contains terms as ~~Exhibit~~described ~~99.2~~in tothe ~~this~~Company’s ~~Current~~Annual ~~Report~~Proxy Statement filed with the Securities and Exchange Commission on ~~Form~~March ~~8-K.~~14, 2025.

The ~~information~~foregoing ~~contained~~summaries inof the ~~press~~Offer ~~release~~Letter and ~~investor~~COC ~~presentation~~Agreement ~~attached~~are toonly ~~this~~summaries ~~Form~~and ~~8-K includes forward-looking statements that~~ are ~~intended~~qualified toin betheir ~~covered~~entirety by the ~~safe-harbor~~full ~~provisions~~text of the ~~Private~~Offer ~~Securities~~Letter ~~Litigation~~and ~~Reform~~form ~~Act~~ of ~~1995~~COC Agreement. ~~These~~A ~~forward-looking~~copy ~~statements~~of ~~include~~the ~~but~~Offer ~~are~~Letter ~~not~~is ~~limited~~attached tohereto ~~comments~~as ~~with~~Exhibit ~~respect~~10.1 ~~to the objectives~~ and ~~strategies,~~is ~~financial~~incorporated ~~condition,~~herein ~~results~~by ofreference. ~~operations~~A ~~and~~copy ~~business~~ of the ~~Company.~~form ~~These~~of ~~forward-looking~~COC ~~statements~~Agreement ~~involve~~was ~~numerous~~filed ~~assumptions,~~as ~~inherent~~Exhibit ~~risks~~10.56 ~~and~~to ~~uncertainties, both general and specific, and~~ the ~~risk that predictions and other forward-looking statements will not be achieved. The~~ Company’s ~~cautions~~Annual ~~you~~Report ~~not to place undue reliance~~ on ~~these~~Form ~~forward~~10-~~looking~~K ~~statements~~for asthe ayear ~~number~~ended ofDecember ~~important factors could cause actual future results to differ materially from the plans~~28, ~~objectives,~~2024 ~~expectations, estimates~~ and ~~intentions~~is ~~expressed~~incorporated inherein ~~such~~by ~~forward-looking statements~~reference.

AExcept ~~copy~~as ofcontemplated by the ~~press~~Offer ~~release~~Letter and the COC Agreement, there are no arrangements or understandings between Mr. Khandelwal and any other person pursuant to which Mr. Khandelwal was selected as an officer. There are no family relationships required to be disclosed by Item 401(d) of Regulation S-K. Mr. Khandelwal is ~~also~~not ~~posted~~a onparty ~~the~~to ~~Company's~~any ~~website~~transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01			Regulation FD Disclosure.

A copy of the press release announcing the appointment of Mr. Khandelwal is attached as Exhibit 99.1 and incorporated herein by reference.

The exhibit furnished under Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01			Financial Statements and Exhibits.

(d)			Exhibits
			The following exhibit is furnished with this Form 8-K:
			99.1 Press Release, dated April 29, 2025
			99.2 Littelfuse Presentation dated April 29, 2025
			104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.


Exhibit No.			Description
10.1			Offer Letter between Littelfuse, Inc. and Abhishek Khandelwal, dated May 13, 2025.
99.1			Press Release, dated May 27, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 29, 2025			By: /s/ Meenal A. Sethna
Date: May 27, 2025			By: /s/ Ryan K. Stafford
			Meenal A. SethnaExecutive Vice President and Chief Financial Officer
			Executive Vice President, Chief Legal Officer and Corporate Secretary

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