8-K
Photronics Inc (PLAB)
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) | December 29, 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 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s Telephone Number, including area code | (203)<br> 775-9000 | |
| --- | --- |
(Former name or former address, if changed since last report)
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) |
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| ☐ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On January 2, 2026, Photronics, Inc. (the “Company”) announced that Dr. Christopher J. Progler has stepped down from his position as Executive Vice President and Chief Technology Officer of the Company, effective December 29, 2025. As provided in Dr. Progler’s Employment Agreement, Dr. Progler will be entitled to: (i) a payment of $445,805 (equal to his base salary for a 12 month period) payable in 26 equal installments in accordance with the Company’s current pay practices, (ii) continuation of medical and dental coverage for a period of 360 days and (iii) any Accrued Obligations owed to Dr. Progler through December 29, 2025, each upon execution of the Release Agreement proscribed in Dr. Progler’s Employment Agreement.
As part of the transition, Dr. Progler is considering an advisory engagement with the Company to support continuity on strategic priorities and to share his deep industry experience.
On January 2, 2026, the Company issued a press release announcing the stepping down of Dr. Progler, which is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release dated January 2, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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. | |
|---|---|
| (Registrant) | |
| By: | /s/ Christopher J. Lutzo |
| Name: Christopher J. Lutzo | |
| --- | --- |
| Title: Vice President, | |
| General Counsel and Secretary | |
| Date: January 2, 2026 |
Exhibit 99.1
Photronics, Inc. Announces Transition of Chief Technology Officer, Dr. Christopher Progler
January 2, 2026
BROOKFIELD, Conn., January 2, 2026 -- Photronics, Inc. (NASDAQ: PLAB), a worldwide leader in photomask technologies and solutions, today announced that Dr. Christopher Progler, Executive Vice President and Chief Technology Officer, will be stepping away from his current role with the company as part of a planned leadership transition following more than 20 years of service.
Dr. Progler has played a pivotal role in advancing Photronics’ technology strategy and innovation roadmap, contributing to the company’s capabilities across integrated circuit and flat panel display photomask solutions. During his tenure, he was instrumental in driving key technology initiatives that supported Photronics’ competitive position in global markets.
As part of the transition, Dr. Progler is considering an advisory engagement with the company to support continuity on strategic priorities and to share his deep industry experience.
George Macricostas, Chairman and Chief Executive Officer of Photronics, commented, “We thank Chris for his many years of service and his significant contributions to Photronics. His leadership in technology and strategic thinking have been valuable to our success. We look forward to continuing to work with him in a future capacity as we advance our technology and innovation efforts.”
Photronics intends to continue its focus on disciplined operational execution and long-term value creation for its stockholders, leveraging its strong portfolio, global footprint, and ongoing technology investments.
About Photronics
Photronics is a leading worldwide manufacturer of integrated circuit (IC) and flat panel display (FPD) photomasks. High precision quartz plates that contain microscopic images of electronic circuits, photomasks are a key element in the IC and FPD manufacturing process. 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, 2024 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.