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8-K

Photronics Inc (PLAB)

8-K 2026-02-25 For: 2025-02-25
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 25, 2025

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PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut 0-15451 06-0854886
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
15 Secor Road, Brookfield, CT 06804
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(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code (203) 775-9000
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(Former name or former address, if changed since last report)
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Securities registered or to be 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, $0.01 par value per share PLAB NASDAQ Global Select Market

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02. Results of Operations and Financial Condition.

On February 25, 2026, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2026 financial results.

On February 27, 2026, the Company will conduct a conference call with respect to its financial results and other matters during which it will also disclose a slide presentation.

A copy of the press release reporting the first quarter fiscal 2026 earnings is furnished as Exhibit 99.1 to this report and a copy of the slide presentation is furnished as Exhibit 99.2 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be 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.

Item 9.01. Financial Statements<br> and Exhibits.
(d) Exhibits
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99.1 Press Release dated February 25, 2026.
99.2 Photronics Q1 2026 Financial Results Conference Call February 27, 2026 slides.
10.4 Cover Page Interactive Data File (embedded within the Inline XBLR document)

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 hereunto duly authorized.

PHOTRONICS, INC.<br><br> <br>(Registrant)
By: /s/ Christopher J. Lutzo
Name: Christopher J. Lutzo
Title: Vice President, General Counsel and Secretary
Date:  February 25, 2026


Exhibit 99.1

For Further Information:<br><br> <br>Ted Moreau<br><br> <br>VP, Investor Relations<br><br> <br>469.395.8175<br><br> <br>tmoreau@photronics.com

Photronics Reports First Quarter Fiscal 2026 Results

BROOKFIELD, Conn. February 25, 2026 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in photomask technologies and solutions, today reported financial results for its first quarter of fiscal year 2026 ended February 1, 2026.

Commenting on the first quarter performance, Chairman and CEO George Macricostas said, “Photronics delivered strong results in our fiscal first quarter achieving record high-end IC revenue for the second consecutive quarter. We remain on track with our facility expansion plans, which along with continuous process improvements and the refinement of our execution, will diversify our geographic revenue mix as industry regionalization continues.”

First Quarter Fiscal 2026 Results

Revenue was $225.1 million, up 6.1% year-over-year and up 4.3% sequentially.
GAAP Net income attributable to Photronics, Inc. shareholders was $42.9 million, or $0.74 per diluted share, compared with $42.9 million, or $0.68 per diluted share, in the first quarter of 2025 and $61.8 million, or $1.07 per diluted<br> share, in the fourth quarter of 2025.
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Non-GAAP Net income attributable to Photronics, Inc. shareholders was $35.7 million, or $0.61 per diluted share, compared with $32.4 million, or $0.52 per diluted share in the first quarter of 2025 and $34.6 million, or $0.60 per diluted<br> share, in the fourth quarter of 2025.
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IC revenue was $165.3 million, an increase of 7% year-over-year and up 5% sequentially.
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FPD revenue was $59.8 million, an increase of 3% both year-over-year and sequentially.
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Cash, cash equivalents and short-term investments at the end of the quarter were $636.9 million, of which $459.1 million was associated with our Joint Ventures, of which we own 50.01%.
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Cash generated from operating activities was $97.3 million, and cash invested in organic growth through capital expenditures was $47.6 million.
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Second Quarter Fiscal 2026 Guidance

For the second quarter of fiscal 2026, Photronics expects Revenue to be between $212 million and $220 million and non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders to be between $0.49 and $0.55 per share.

Webcast

A webcast to discuss these results is scheduled for 8:30 a.m. Eastern time on February 27, 2026. The call will be broadcast live and on-demand on the Events and Presentations link on the Photronics website. Analysts and investors who wish to participate in the Q&A portion of the call should click conference registration. It is suggested that participants register fifteen minutes prior to the call's scheduled start time.


About Photronics

Photronics is a leading worldwide manufacturer of integrated circuit (IC) and flat panel display (FPD) photomasks, which are high precision photographic quartz or glass plates that contain microscopic images of electronic circuits. Photomasks are a key element in the manufacture of ICs and FPDs and are used as masters to transfer circuit patterns onto semiconductor wafers and FPD substrates. Founded in 1969, Photronics has been a trusted photomask supplier for over 56 years. The company operates 11 strategically located manufacturing facilities in Asia, Europe, and North America. Additional information on the company can be accessed at www.photronics.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” regarding our industry, our strategic position, and our financial and operating results.  These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially.  Please refer to Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 and other subsequent filings with the Securities and Exchange Commission. These documents contain and identify important factors that could cause our actual results to differ materially from those contained in these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this release to conform these statements to actual results.

Non-GAAP Financial Measures

Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders are "non-GAAP financial measures" as such term is defined by Regulation G of the Securities and Exchange Commission, and may differ from similarly named non-GAAP financial measures used by other companies. The attached financial supplement reconciles Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate our on-going performance because they enable a more meaningful comparison of our projected performance with our historical results. These non-GAAP metrics are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other measure of consolidated results under U.S. GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the condensed consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance. Please refer to the non-GAAP reconciliations below.

Totals presented may not sum due to rounding.


PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended
February 1,<br><br> <br>2026 October 31,<br><br> <br>2025 February 2,<br><br> <br>2025
Revenue $ 225,066 $ 215,770 $ 212,138
Cost of goods sold 146,364 140,236 136,603
Gross Profit 78,702 75,534 75,535
Gross margin % 35.0 % 35.0 % 35.6 %
Operating Expenses:
Selling, general and administrative 21,311 20,001 19,101
Research and development 2,588 3,185 4,257
Total Operating Expenses 23,899 23,186 23,358
Other operating Income (expense) 56 (241 ) -
Operating Income 54,859 52,107 52,177
Operating Margin 24.4 % 24.1 % 24.6 %
Other income, net 19,673 23,855 24,981
Income Before Income Tax Provision 74,532 75,962 77,158
Income tax provision (benefit) 14,355 (2,659 ) 18,901
Net Income 60,177 78,621 58,257
Net income attributable to noncontrolling interests 17,238 16,820 15,406
Net income attributable to Photronics, Inc. shareholders $ 42,939 $ 61,801 $ 42,851
Earnings per share attributed to Photronics, Inc. shareholders:
Basic $ 0.74 $ 1.07 $ 0.69
Diluted $ 0.74 $ 1.07 $ 0.68
Weighted-average number of common shares outstanding:
Basic 57,794 57,600 62,093
Diluted 58,390 57,977 62,661

PHOTRONICS, INC.

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

February 1,<br><br> <br>2026 October 31,<br><br> <br>2025
Assets
Current assets:
Cash and cash equivalents $ 544,133 $ 492,256
Short-term investments 92,738 95,909
Accounts receivable 199,490 195,921
Inventories 62,653 61,767
Other current assets 47,235 44,199
Total current assets 946,249 890,052
Property, plant and equipment, net 894,620 854,436
Other assets 60,550 60,046
Total assets $ 1,901,419 $ 1,804,534
Liabilities and Equity
Current liabilities:
Current portion of long-term debt $ 11 $ 11
Accounts payable and accrued liabilities 206,638 165,862
Total current liabilities 206,649 165,873
Long-term debt 10 13
Other liabilities 44,839 41,341
Equity:
Photronics, Inc. shareholders' equity 1,211,390 1,173,589
Noncontrolling interests 438,531 423,718
Total equity 1,649,921 1,597,307
Total liabilities and equity $ 1,901,419 $ 1,804,534

PHOTRONICS,  INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Three Months Ended
February 1,<br><br> <br>2026 February 2,<br><br> <br>2025
Cash flows from operating activities:
Net income $ 60,177 $ 58,257
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 19,802 20,792
Share-based compensation 2,851 3,334
Changes in operating assets, liabilities and other 14,424 (3,917 )
Net cash provided by operating activities 97,254 78,466
Cash flows from investing activities:
Purchases of property, plant and equipment (47,635 ) (35,200 )
Purchases of short-term investments (36,611 ) -
Proceeds from maturities of short-term investments 41,483 41,482
Government incentives 2,567 620
Other (80 ) (57 )
Net cash (used in) provided by investing activities (40,276 ) 6,845
Cash flows from financing activities:
Repayments of debt (3 ) (15,343 )
Common stock repurchases - (4,573 )
Proceeds from share-based arrangements 752 1,433
Net settlements of restricted stock awards - (1,995 )
Net cash provided by (used in) financing activities 749 (20,478 )
Effects of exchange rate changes on cash, cash equivalents, and restricted cash (5,915 ) (21,202 )
Net increase in cash, cash equivalents, and restricted cash 51,812 43,631
Cash, cash equivalents, and restricted cash, beginning of period 495,113 601,243
Cash, cash equivalents, and restricted cash, end of period 546,925 644,874
Less: Ending restricted cash 2,792 2,674
Cash and cash equivalents at end of period $ 544,133 $ 642,200

PHOTRONICS, INC.

Reconciliation of U.S. GAAP to non-GAAP:

      Net income and diluted earnings per share attributable to Photronics, Inc. shareholders

(in thousands, except per share amounts)

(Unaudited)

Three Months ended
February 1,<br><br> <br>2026 October 31,<br><br> <br>2025 February 2,<br><br> <br>2025
U.S. GAAP net income attributable to Photronics, Inc. shareholders $ 42,939 $ 61,801 $ 42,851
FX (gain) loss (12,865 ) (18,615 ) (18,443 )
Estimated tax effects of FX (gain) loss 2,553 4,781 5,152
Estimated noncontrolling interest effects of above 3,032 3,341 2,823
Reversal of deferred tax valuation allowance - (16,751 ) -
Non-GAAP net income attributable to Photronics, Inc. shareholders $ 35,659 $ 34,557 $ 32,383
Weighted-average number of common shares outstanding - Diluted 58,390 57,977 62,661
U.S. GAAP diluted earnings per share attributable to Photronics, Inc. shareholders $ 0.74 $ 1.07 $ 0.68
Effects of non-GAAP adjustments above (0.13 ) (0.47 ) (0.16 )
Non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders $ 0.61 $ 0.60 $ 0.52


Exhibit 99.2

February 2026  Investor Presentation


Safe Harbor Statement  This presentation and some of our comments during this presentation may contain projections or other forward-looking statements regarding future events, our future financial performance, and/or the future performance of the industry. These statements are predictions and contain risks and uncertainties. We refer you to the risk factors in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 and other subsequent filings with the Securities and Exchange Commission. These documents contain and identify important factors that could cause the actual results for the Company to differ materially from those contained in our projections or forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee the accuracy of any forecasts or estimates, and we are not obligated to update any forward-looking statements if our expectations change.  2


Corporate Overview


Europe  4%  Taiwan  33%  South  Korea  19%  US  17%  Photronics Overview (Nasdaq: PLAB)  $862M  Revenue  $211M  Operating Income  $267M  Operating Cash Flow  $2.22B  Market Cap  2/20/2026  ~1,900  Employees  ~675  Customers  1969  Founded  A Global Merchant Market Leader of Photomasks used in Lithographic Imaging for Semiconductor and Flat Panel Display production  Revenue By Geographic Origin  Revenue By Technology  All data reflects Trailing Twelve Month figures as of 2/1/26 unless otherwise noted  Totals may differ due to rounding  4  Mainstream  49%  High-End  51%   Revenue By Product Line  Flat Panel Display  27%  Integrated Circuits  73%  China IC  15%  China FPD  12%


Photomasks: Critical Enabler for IC and FPD Manufacturing  Integrated Circuit (IC) photomasks are used to transfer circuit patterns onto semiconductor wafers during the fabrication of integrated circuits.  Photomasks are glass substrates used in lithographic systems to transfer the pattern of semiconductor and flat panel display designs  Light Source  Photomask  Reduction Lens  Wafer  Stage  5  Flat Panel Display (FPD) photomasksare used in the fabrication of flat screen televisions, PC monitors, tablets, mobile devices and other flat panel displays.  Exposure Process used to Create a TFT Circuit Pattern


IC: New Chip Designs Drive Photomask Demand  Photomasks are the foundation of wafer manufacturing and critical to the semiconductor manufacturing process   A global merchant leader of mask production  Advances in semiconductor chip designs drive Photronics revenue  6  Source: Semi’s 2024 Photomask Characterization Study, August 2025  Source: TechInsights “The Chip Insider’s Graphics File” December 4, 2025


Global Footprint Aligns with Regionalization Trends  IC: Integrated Circuit |

            FPD: Flat Panel Display  7  Allen, Texas  Boise, Idaho  Brookfield, Connecticut  HQ  Bridgend, Wales  Cheonan, South Korea  Hsinchu, Taiwan   Xiamen, China  Dresden, Germany   Hefei, China  Taichung, Taiwan   Largest commercial mask maker
            in Taiwan.   Only high-end capable commercial mask maker in US.   IC  FPD  IC & FPD  U.S. and Asia investments align with industry regionalization trends, and diversify geographic footprint  U.S. capacity and capability extension for
            mid-range IC nodes  Asia capacity and capability extension to 8nm

Node Migration Drives Mask Set Value  Nodes  Indicative Mask Value  8  Mask pattern complexity / Mask count per IC Design / Impact of Mask performance on IC yield  Drives higher individual mask ASP, more layers per mask set, and higher barriers of entry for competitors  Currently  participating  Planning to participate


FPD: Advanced Displays are Driving Innovation   Photronics leverages expertise gained from IC mask production into FPD mask production  Consumer electronics with larger, high-performance displays increase the complexity of mask production  Panel makers are developing AMOLED production processes to increase substrate size to G8.6, requiring larger, high-quality advanced masks  Customers rely on Photronics for its market leading AMOLED technology  9


Competitive Advantages  Global Footprint  Close to customer  Aligned with end markets  Flexible supply chain  Technology Leader  Process expertise  Advanced Process-of-Record  High barriers to entry  Commercial Excellence  Customer first  Trusted partner  Wafer yield enhancement  Technology roadmap enabler  Operational Excellence  Responsive delivery  High yields  Cost control  Supply chain optimization  Teamwork and execution  10


Capital Expenditures  The Capital Intensity Ratio is defined as Capex divided by Revenue  Multi-Beam Mask Writer expands technical and production capability through improved cycle time and extends complex patterning opportunities  MBMW Write Time Advantage  Technology Node  100  80  60  40  20  0  Est. Write Time (Hours)  65nm 45nm 32nm 22nm 14 nm 10nm 7nm  11  Single Beam  Multi-Beam


Compelling Investment Thesis  A global leader in the merchant photomasks industry critical for semiconductor manufacturing  Favorable Industry Trends  12  FAB regionalization/ reshoring of the semiconductor industry   Captives increased outsourcing to merchant suppliers  Node migration drives ASP expansion and revenue growth  Foldable displays and higher value masks drive FPD opportunity   Premier operational execution enables preferred supplier status  Consistent delivery of cash flow for strategic flexibility  Operational Excellence


Fiscal Q1 2026 Financial Results


FQ1 2026 Summary  Revenue  Gross Margin  Operating Margin  Diluted EPS  Non-GAAP Diluted EPS1  FQ1 2026  $225.1M  35.0%  24.4%  $0.74  $0.61  FQ4 2025  $215.8M  35.0%  24.1%  $1.07  $0.60  FQ1 2025  $212.1M  35.6%  24.6%  $0.68  $0.52  1See reconciliation included in this presentation  Totals may differ due to rounding  14  Revenue reflects strong y/y revenue growth for more advanced geometries resulting in another record for high-end IC revenue. Long-term demand driven by regionalization & reshoring, node migration, and overall semiconductor / display industry growth  Revenue by Geographic Origin: Taiwan (33%), China IC (16%), China FPD (12%), U.S. (17%), South Korea (18%), Europe (4%)  Gross margin of 35.0% exceeded expectations because of stronger revenue and a greater mix of IC revenue  Non-GAAP Diluted EPS of $0.61 reflects strengthening market demand in Asia


Revenue by Product Line  $M  1Q26  Q/Q  Y/Y  High-End*  71.3  8%  19%  Mainstream  94.0  3%  0%  Total  165.3  5%  7%  Record High-End revenue associated with seasonal demand ahead of Chinese New Year  Strategic emphasis on High-End to leverage competitive advantage  Both High-End and Mainstream expected to continue experiencing node migration to more advanced IC geometries  *IC: 28nm and smaller; FPD: G10.5+, AMOLED and LTPS   Totals may differ due to rounding  China IT market drove significant growth in Mainstream  Customer demand required larger mask sizes, leveraging Photronics technical competitive advantage  Competitive advantages in larger, more complex panel sizes using AMOLED display technology such as G10.5 and G8.6  $M  1Q26  Q/Q  Y/Y  High-End*  46.9  (4%)  (6%)  Mainstream  12.8  34%  51%  Total  59.8  3%  3%  IC  FPD  15


Strong operating cash flow contribution from our largest geographic regions  FQ1 capex reflects FPD investments, outlays for our South Korea node extension down to 8nm and end-of-life tool upgrades  Capital allocation:  Organic growth investments: target capex of $330M in fiscal 2026 to expand U.S. and South Korea operations and for end-of-life tool upgrades  Business development initiatives: leverage and enhance core competencies  Return cash to shareholders: Repurchased $97M throughout Fiscal 2025; $28M currently authorized  Balance Sheet and Cash Flow Metrics  $M  1Q26  4Q25  1Q25  Cash, cash equivalents and Short-term investments  636.9  588.2  642.2  Debt  0.02  0.02  2.7  Operating Cash Flow  97.3  87.8  78.5  Capital Expenditures  47.6  67.5  35.2  16


FQ2 2026 Guidance   Assumptions:  Higher end demand benefits from continued node migration  Full influence of Chinese New Year reflected in FQ2  Fiscal 2026 capex reflects continued expansion in U.S., initial expansion in South Korea, and elevated end-of-life tool replacement  Revenue ($M)  212 – 220  Operating Margin  22% - 24%  Diluted non-GAAP EPS  $0.49 - $0.55  Diluted Shares (M)  ~58  Full-year Capex ($M)  ~330  17


Appendix


Non-GAAP Financial Measures  Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders are non-GAAP financial measures as such term is defined by Regulation G of the Securities and Exchange Commission, and may differ from similarly named non-GAAP financial measures used by other companies. The attached financial supplement reconciles Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate our on-going performance because they enable a more meaningful comparison of our projected performance with our historical results. These non-GAAP metrics are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other measure of consolidated results under U.S. GAAP. The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the condensed consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance. Please refer to the non-GAAP reconciliations on the following page.   19


Non-GAAP Financial Measures  20