PLAB

EX-99.1

2 plabQ32026EarningsEx99-1PR.htm

EX-99.1

Photronics Reports Third Quarter 2026 Results

BROOKFIELD, Conn. August 26, 2026 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in photomask technologies and solutions, today reported financial results for its third quarter of fiscal year 2026 ended August 2, 2026.

Commenting on the third quarter performance, Chairman and CEO George Macricostas said, “We are pleased to recognize a recovery of some of the temporarily delayed semiconductor design releases that occurred back in our fiscal Q2. Continued high fab utilization rates throughout the industry have been a positive influence toward node migration trends, resulting in a record percentage for our high-end I.C. business at 44% of total I.C. revenue. Our investments in the U.S. and Korea remain on track as we continue to strengthen our position at the high end of the market over the coming years.”

Third Quarter Fiscal 2026 Results

•

Revenue was $216.0 million, an increase of 2.7% year-over-year and 2.9% sequentially.

•

GAAP Net income attributable to Photronics, Inc. shareholders was $28.9 million, or $0.49 per diluted share, compared with $22.9 million, or $0.39 per diluted share, in the third quarter of 2025 and $31.4 million, or $0.54 per diluted share, in the second quarter of 2026.

•

Non-GAAP Net income attributable to Photronics, Inc. shareholders was $29.4 million, or $0.50 per diluted share, compared with $29.4 million, or $0.51 per diluted share in the third quarter of 2025 and $24.9 million, or $0.42 per diluted share, in the second quarter of 2026.

•

IC revenue was $154.7 million, an increase of 5% both year-over-year and sequentially.

•

FPD revenue was $61.4 million, a decrease of 2% both year-over-year and sequentially.

•

Cash, cash equivalents and short-term investments at the end of the quarter were $672.8 million, of which $503.5 million was associated with our Joint Ventures, of which we own 50.01%.

•

Cash generated from operating activities was $76.3 million, and cash invested in organic growth through capital expenditures was $37.0 million.

Fourth Quarter Fiscal 2026 Guidance

For the fourth quarter of fiscal 2026, Photronics expects:

•

Revenue to be between $207 million and $227 million,

•

Operating margin to be between 19% and 24%, and

•

Non-GAAP diluted EPS attributable to Photronics, Inc. shareholders to be between $0.40 and $0.56 per share.

Estimated Non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders is a Non-GAAP financial measure. Please refer to “Non-GAAP Financial Measures” below for details regarding this measure, as well as the tables providing a reconciliation of historical non-GAAP financial measures to the most comparable U.S. GAAP measures.

1

Earnings Conference Call and Webcast

An earnings conference call and webcast to discuss these results is scheduled for 8:30 a.m. Eastern time on August 26, 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 con

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false000081013600008101362025-02-252025-02-25

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

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) 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)

☐

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))

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 and Exhibits.

(d)

Exhibits

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.

(Registrant)

By:

/s/ Christopher J. Lutzo

Name:

Christopher J. Lutzo

Title:

Vice President, General Counsel and Secretary

Date:  February 25, 2026

false000081013600008101362025-12-102025-12-10

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 10, 2025

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) 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)

☐

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))

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 December 10, 2025, Photronics, Inc. (the “Company”) issued a press release reporting full year and fourth quarter fiscal 2025 financial results.

On December 10, 2025, 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 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 and Exhibits.

(d)

Exhibits

99.1

Press Release dated December 10, 2025.

99.2

Photronics Q4 and Fiscal Year 2025 Financial Results Conference Call December 10, 2025 slides.

104

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.

(Registrant)

By:

/s/ Christopher J. Lutzo

Name:

Christopher J. Lutzo

Title:

Vice President,

General Counsel and Secretary

Date:  December 10, 2025

false000081013600008101362025-08-272025-08-27

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)

August 27, 2025

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) 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)

☐

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))

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 August 27, 2025, Photronics, Inc. (the “Company”) issued a press release reporting third quarter fiscal 2025 results.

On August 27, 2025, 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 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 and Exhibits.

(d)

Exhibits

99.1

Press Release dated August 27, 2025.

99.2

Photronics Q3 2025 Financial Results Conference Call August 27, 2025 slides.

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:  August 27, 2025

false0000810136NASDAQ Global Select Market00008101362025-05-282025-05-28

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)

May 28, 2025

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) 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)

☐

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))

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 May 28, 2025, Photronics, Inc. (the “Company”) issued a press release reporting second quarter fiscal 2025 results.

On May 28, 2025, 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 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2025, Dr. Frank Lee informed the Photronics, Inc. Board of Directors of his plans to retire in the next year or two. In order to prepare for this transition, effective with the earnings release on May 28, 2025, Dr. Lee has stepped down from his role as CEO of Photronics, Inc. but will continue to focus on the company’s Asia operations and will remain Chairman and President of the Company's PDMC subsidiary in Taiwan, while also remaining on the Photronics, Inc. Board of Directors. Mr. George Macricostas will simultaneously assume the role of Chief Executive Officer of Photronics, Inc., while remaining Chairman of the Board. Mr. Macricostas has been a member of the Company’s Board of Directors since 2002, and was appointed to the position of Executive Chairman on January 6, 2025.

Mr. Macricostas, age 55, is an investor and entrepreneur. He was a Founder, Chairman and CEO of RagingWire Data Centers, Inc., a provider of mission critical data center colocation facilities, which is where the “Cloud” lives. Mr. Macricostas guided the company through an 80% sale to NTT of Japan in 2014 and completed the sale in 2018. Mr. Macricostas has over 30 years of technical and business management experience in business operations and information technology. From 2006, Mr. Macricostas has served as a director of the Jane Goodall Institute, a non-profit organization. Previously, he was a senior vice president at Photronics, Inc., where he was responsible for all aspects of the company’s IT infrastructure. Mr. Macricostas also serves as a Board Member of the Macricostas Family Foundation, a non-profit organization that funds philanthropic, educational and environmental causes. Mr. Macricostas brings industry, risk management, leadership and business experience to the Board. Mr. Macricostas is the son of Constantine ("Deno") Macricostas, the founder of Photronics, Inc., who also serves

false000081013600008101362025-02-262025-02-26

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 26, 2025

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut

0-15451

06-0854886

(State or Other Jurisdiction of)

(Commission File Number)

(IRS Employer Identification No.)

Incorporation

15 Secor Road, Brookfield, CT

06804

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including area code

(203) 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)

☐

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))

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 26, 2025, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2025 results.

On February 26, 2025, 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 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 and Exhibits.

(d)

Exhibits

99.1

Press Release dated February 26, 2025.

99.2

Photronics Q1 2025 Financial Results Conference Call February 26, 2025 slides.

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:  February 26, 2025

false000081013600008101362024-12-112024-12-11

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 11, 2024

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) 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)

☐

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))

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 December 11, 2024, Photronics, Inc. (the “Company”) issued a press release reporting fourth quarter fiscal 2024 results.

On December 11, 2024, 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 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 and Exhibits.

(d)

Exhibits

99.1

Press Release December 11, 2024.

99.2

Photronics Q4 2024 Financial Results Conference Call December 11, 2024 slides.

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:  December 11, 2024

falsePHOTRONICS INC000081013600008101362024-08-292024-08-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

August 29, 2024

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut

001-39063

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On August 29, 2024, Photronics, Inc. (the “Company”) issued a press release reporting third quarter fiscal 2024 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, 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.

On August 29, 2024, the Company conducted a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended July 28, 2024 was disclosed. This information is set forth in Exhibit 99.6.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release August 29, 2024.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to Non-GAAP Financial Information.

99.6

Photronics Q3 2024 Financial Results Conference Call August 29, 2024 slides.

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 hereunto duly authorized.

PHOTRONICS, INC. (Registrant)

By:

/s/ Eric Rivera

Name:

Eric Rivera

Title:

Chief Financial Officer

Date:  August 29, 2024

false0000810136NASDAQ00008101362024-05-222024-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

May 22, 2024

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On May 22, 2024, Photronics, Inc. (the “Company”) issued a press release reporting second quarter fiscal 2024 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, 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.

On May 22, 2024, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended April 28, 2024 may be disclosed. This information is set forth in Exhibit 99.7.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release May 22, 2024.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to Non-GAAP Financial Information.

99.6

Reconciliation of GAAP to Non-GAAP Financial Information (cont.).

99.7

Photronics Q2 2024 Financial Results Conference Call May 22, 2024 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  May 22, 2024

false000081013600008101362024-02-212024-02-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 21, 2024

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On February 21, 2024, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2024 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, 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.

On February 21, 2024, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended January 28, 2024 may be disclosed. This information is set forth in Exhibit 99.7.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release February 21, 2024.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to Non-GAAP Financial Information.

99.6

Reconciliation of GAAP to Non-GAAP Financial Information (cont.).

99.7

Photronics Q1 2024 Financial Results Conference Call February 21, 2024 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  February 21, 2024

false0000810136NASDAQ Global Select Market00008101362023-12-132023-12-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 13, 2023

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On December 13, 2023, Photronics, Inc. (the “Company”) issued a press release reporting fourth quarter fiscal 2023 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, 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.

On December 13, 2023, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for its fiscal 2023 full year and the three months ended October 31, 2023 may be disclosed. This information is set forth in Exhibit 99.7.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release December 13, 2023.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to Non-GAAP Financial Information.

99.6

Reconciliation of GAAP to Non-GAAP Financial Information (cont.).

99.7

Photronics Q4 2023 Financial Results Conference Call December 13, 2023 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  December 13, 2023

false000081013600008101362023-09-062023-09-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

September 6, 2023

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On September 6, 2023, Photronics, Inc. (the “Company”) issued a press release reporting third quarter fiscal 2023 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, 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.

On September 6, 2023, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended July 30, 2023 may be disclosed. This information is set forth in Exhibit 99.7.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release September 6, 2023.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to Non-GAAP Financial Information.

99.6

Reconciliation of GAAP to Non-GAAP Financial Information (cont.).

99.7

Photronics Q3 2023 Financial Results Conference Call September 6, 2023 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By: /s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  September 6, 2023

false000081013600008101362023-05-242023-05-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

May 24, 2023

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On May 24, 2023, Photronics, Inc. (the “Company”) issued a press release reporting second quarter fiscal 2023 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, 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.

On May 24, 2023, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended April 30, 2023 may be disclosed. This information is set forth in Exhibit 99.7.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release May 24, 2023.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to non-GAAP Financial Information.

99.6

Reconciliation of GAAP to non-GAAP Financial Information (cont.).

99.7

Photronics Q2 2023 Financial Results Conference Call May 24, 2023 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  May 24, 2023

false0000810136NASDAQ00008101362023-02-202023-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 20, 2023

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

Item 7.01.

Regulation FD Disclosure.

On February 20, 2023, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2023 results.

A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, 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.

On February 22, 2023, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended January 29, 2023 may be disclosed. This information is set forth in Exhibit 99.6.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release February 20, 2023.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Reconciliation of GAAP to non-GAAP Financial Information

99.6

Photronics Q1 2023 Financial Results Conference Call February 22, 2023 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  February 21, 2023

false0000810136NASDAQ00008101362022-12-132022-12-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 13, 2022

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut

0-15451

06-0854886

(State or Other Jurisdiction of)

(Commission File Number)

(IRS Employer Identification No.)

Incorporation

15 Secor Road, Brookfield, CT

06804

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including area code

(203) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

Item 2.02.

Results of Operations and Financial Condition.

On December 13, 2022, Photronics, Inc. (the “Company”) issued a press release reporting fiscal 2022 full year and fourth quarter ended October 31, 2022 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, 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.

On December 13, 2022, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for its fiscal 2022 full year and fourth quarter ended October 31, 2022 may be disclosed. This information is set forth in Exhibit 99.5.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release December 13, 2022.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Photronics Q4 2022 Financial Results Conference Call December 13, 2022 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By: /s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  December 13, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

August 30, 2022

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

PREFERRED STOCK PURCHASE RIGHTS

N/A

N/A

Item 2.02.

Results of Operations and Financial Condition.

On August 30, 2022, Photronics, Inc. (the “Company”) issued a press release reporting third quarter fiscal 2022 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, 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.

On August 30, 2022, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended July 31, 2022 may be disclosed. This information is set forth in Exhibit 99.5.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated August 30, 2022.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Photronics Q3 2022 Financial Results Conference Call August 30, 2022 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  August 30, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

May 25, 2022

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

PREFERRED STOCK PURCHASE RIGHTS

N/A

N/A

Item 2.02.

Results of Operations and Financial Condition.

On May 25, 2022, Photronics, Inc. (the “Company”) issued a press release reporting second quarter fiscal 2022 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, 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.

On May 25, 2022, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended May 1, 2022 may be disclosed. This information is set forth in Exhibit 99.5.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated May 25, 2022.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Photronics Q2 2022 Financial Results Conference Call May 25, 2022 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  May 25, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 23, 2022

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

PREFERRED STOCK PURCHASE RIGHTS

N/A

N/A

Item 2.02.

Results of Operations and Financial Condition.

On February 23, 2022, Photronics, Inc. (the “Company”) issued a press release reporting first quarter fiscal 2022 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, 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.

On February 23, 2022, the Company will conduct a conference call during which certain unaudited, non-GAAP financial information related to the Company’s operations for the three months ended January 30, 2022 may be disclosed. This information is set forth in Exhibit 99.5.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated February 23, 2022.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Photronics Q1 2022 Financial Results Conference Call February 23, 2022 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By:

/s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  February 23, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 8, 2021

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) 775-9000

(Former name or former address, if changed since last report)

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))

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. ☐

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, $0.01 par value per share

PLAB

NASDAQ Global Select Market

PREFERRED STOCK PURCHASE RIGHTS

N/A

N/A

Item 2.02.

Results of Operations and Financial Condition.

On December 8, 2021, Photronics, Inc. issued a press release reporting fourth quarter fiscal 2021 results.

A copy of the press release is furnished as Exhibit 99.1 to this report.  The information contained in this Item 2.02 and the attached Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5, 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 and Exhibits.

(d)

Exhibits

99.1

Press Release dated December 8, 2021.

99.2

Condensed Consolidated Statements of Income.

99.3

Condensed Consolidated Balance Sheets.

99.4

Condensed Consolidated Statements of Cash Flows.

99.5

Photronics Q4 2021 Financial Results Conference Call December 8, 2021 slides.

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 hereunto duly authorized.

PHOTRONICS, INC.

(Registrant)

By: /s/ Richelle E. Burr

Name:

Richelle E. Burr

Title:

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Date:  December 8, 2021