Form 8-K

8-K — PHOTRONICS INC

Accession: 0001140361-26-023057

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000810136

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20074970_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20074970_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (ef20074970_ex99-2.htm)

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8-K

8-K (Primary)

Filename: ef20074970_8k.htm · Sequence: 1

false000081013600008101362026-05-282026-05-28

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, 2026

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

On May 28, 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 second 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 May 28, 2026.

99.2

Photronics Q2 2026 Financial Results Conference Call May 28, 2026 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: May 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20074970_ex99-1.htm · Sequence: 2

Exhibit 99.1

Photronics Reports Second Quarter 2026 Results

BROOKFIELD, Conn. May 28, 2026 (GLOBE NEWSWIRE) — Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in

photomask technologies and solutions, today reported financial results for its second quarter of fiscal year 2026 ended May 3, 2026.

Commenting on the second quarter performance, Chairman and CEO George Macricostas said, “Photomask market dynamics reflect a mix of supportive long-term drivers and

several temporary headwinds. In the near term, certain design releases have been delayed due to elevated fab utilization rates, which are extending new product launch timelines, memory supply constraints and related cost pressures for OEMs, and

geopolitical uncertainty. The underlying long-term demand environment remains strong as we advance our investments in the U.S. and Korea to strengthen our position at the high end of the market over the coming years.”

Second Quarter Fiscal 2026 Results

•

Revenue was $209.9 million, down 0.5% year-over-year and down 6.7% sequentially.

•

GAAP Net income attributable to Photronics, Inc. shareholders was $31.4 million, or $0.54 per diluted share, compared with $8.9 million, or $0.15 per diluted share, in the second

quarter of 2025 and $42.9 million, or $0.74 per diluted share, in the first quarter of 2026.

•

Non-GAAP Net income attributable to Photronics, Inc. shareholders was $24.9 million, or $0.42 per diluted share, compared with $24.3 million, or $0.40 per diluted share in the second

quarter of 2025 and $35.7 million, or $0.61 per diluted share, in the first quarter of 2026.

•

IC revenue was $147.5 million, a decrease of 5% year-over-year and a decrease of 11% sequentially.

•

FPD revenue was $62.4 million, an increase of 13% year-over-year and an increase of 4% sequentially.

•

Cash, cash equivalents and short-term investments at the end of the quarter were $637.7 million, of which $477.3 million was associated with our Joint Ventures, of which we own

50.01%.

•

Cash generated from operating activities was $47.0 million, and cash invested in organic growth through capital expenditures was $45.8 million.

Third Quarter Fiscal 2026 Guidance

For the third quarter of fiscal 2026, Photronics expects:

•

Revenue to be between $207 million and $215 million,

•

Operating margin to be between 18% and 20%, and

•

Non-GAAP diluted EPS attributable to Photronics, Inc. shareholders to be between $0.39 and $0.45 per share.

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 May 28, 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.

For Further Information:

Ted Moreau

VP, Investor Relations

tmoreau@photronics.com

PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

May 3,

February 1,

May 4,

May 3,

May 4,

2026

2025

2026

2025

Revenue

209,940

225,066

210,992

435,006

423,130

Cost of goods sold

144,183

146,364

133,086

290,547

269,689

Gross Profit

65,757

78,702

77,906

144,459

153,441

Gross margin %

31.3

35.0

36.9

33.2

36.3

Operating Expenses:

Selling, general and administrative

20,756

21,311

18,099

42,067

37,201

Research and development

2,822

2,588

4,090

5,410

8,346

Total Operating Expenses

23,578

23,899

22,189

47,477

45,547

Other operating Income

Operating Income

42,179

54,859

55,717

97,038

107,894

Operating Margin %

20.1

24.4

26.4

22.3

25.5

Other income (expense), net

11,677

19,673

(25,786

)

31,350

(805

)

Income Before Income Tax Provision

53,856

74,532

29,931

128,388

107,089

Income tax provision

10,606

14,355

5,714

24,961

24,615

Net Income

43,250

60,177

24,217

103,427

82,474

Net income attributable to noncontrolling interests

11,821

17,238

15,356

29,059

30,762

Net income attributable to Photronics, Inc. shareholders

31,429

42,939

8,861

74,368

51,712

Earnings per share attributed to Photronics, Inc. shareholders:

Basic

0.54

0.74

0.15

1.28

0.84

Diluted

0.54

0.74

0.15

1.27

0.84

Weighted-average number of common shares outstanding:

Basic

58,123

57,794

60,793

57,959

61,443

Diluted

58,745

58,390

60,974

58,568

61,817

PHOTRONICS, INC.

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

May 3,

2026

October 31,

2025

Assets

Current assets:

Cash and cash equivalents

511,490

492,256

Short-term investments

126,177

95,909

Accounts receivable

188,951

195,921

Inventories

67,826

61,767

Other current assets

49,482

44,199

Total current assets

943,926

890,052

Property, plant and equipment, net

927,936

854,436

Other assets

58,964

60,046

Total assets

1,930,826

1,804,534

Liabilities and Equity

Current liabilities:

Current portion of long-term debt

Accounts payable and accrued liabilities

186,954

165,862

Total current liabilities

186,965

165,873

Long-term debt

3,853

Other liabilities

46,547

41,341

Equity:

Photronics, Inc. shareholders' equity

1,241,250

1,173,589

Noncontrolling interests

452,211

423,718

Total equity

1,693,461

1,597,307

Total liabilities and equity

1,930,826

1,804,534

PHOTRONICS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Six Months Ended

May 3,

2026

May 4,

2025

Cash flows from operating activities:

Net income

103,427

82,474

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

39,812

40,386

Share-based compensation

6,576

6,710

Changes in operating assets, liabilities and other

(5,531

)

(19,651

)

Net cash provided by operating activities

144,284

109,919

Cash flows from investing activities:

Purchases of property, plant and equipment

(93,436

)

(95,749

)

Purchases of short-term investments

(105,831

)

(27,689

)

Proceeds from maturities of short-term investments

71,789

41,482

Proceeds from sales of short-term investments

7,093

Government incentives

2,567

1,166

Other

(72

)

(57

)

Net cash used in investing activities

(117,890

)

(80,847

)

Cash flows from financing activities:

Repayments of debt

)

(17,966

)

Common stock repurchases

(76,682

)

Proceeds from share-based arrangements

1,216

1,583

Net settlements of restricted stock awards

(1,632

)

(2,007

)

Net cash used in financing activities

(421

)

(95,072

)

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

(6,722

)

(1,697

)

Net increase (decrease) in cash, cash equivalents, and restricted cash

19,251

(67,697

)

Cash, cash equivalents, and restricted cash, beginning of period

495,113

601,243

Cash, cash equivalents, and restricted cash, end of period

514,364

533,546

Less: Ending restricted cash

2,874

2,838

Cash and cash equivalents at end of period

511,490

530,708

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

May 3,

2026

February 1,

2026

May 4,

2025

U.S. GAAP net income attributable to Photronics, Inc. shareholders

31,429

42,939

8,861

FX (gain) loss

(7,869

)

(12,865

)

31,111

Estimated tax effects of FX (gain) loss

629

2,553

(8,337

)

Estimated noncontrolling interest effects of above

739

3,032

(7,376

)

Non-GAAP net income attributable to Photronics, Inc. shareholders

24,928

35,659

24,259

Weighted-average number of common shares outstanding - Diluted

58,745

58,390

60,974

U.S. GAAP diluted earnings per share attributable to Photronics, Inc. shareholders

0.54

0.74

0.15

Effects of non-GAAP adjustments above

(0.12

)

(0.13

)

0.25

Non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders

0.42

0.61

0.40

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ef20074970_ex99-2.htm · Sequence: 3

Exhibit 99.2

May 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 32% South Korea 19% US 18% Photronics Overview (Nasdaq:

PLAB) $861M Revenue $197M Operating Income $283M Operating Cash Flow $3.04B Market Cap 5/12/2026 ~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 5/3/26 unless otherwise noted Totals may differ due to

rounding 4 Mainstream 48% High-End 52% Revenue By Product Line Flat Panel Display 28% Integrated Circuits 72% 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 TFT Substrate – Thin-Film Transistor substrate

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 in mask production Advances in semiconductor chip designs drive Photronics revenue 6 Source: Semi’s 2024 Photomask Characterization Study,

August 2025 Source: TechInsights “McClean Report February 2026” February 23, 2026

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 Customer relationships 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 * 2026E Capex is represented in US$. The bar reflecting 2026

capex is not comparable to Capital Intensity Ratios for prior periods. The Capital Intensity Ratio is defined as Capex divided by Revenue 11 2026 Capex Includes: Allen, TX facility to begin delivering qualification masks in FQ3 Korea

orders and clean room preparation for the capability extension to 8nm and beyond End-of-Life tool upgrades expected to peak in fiscal 2026

Compelling Investment Thesis A global leader in the merchant photomasks industry

critical for semiconductor manufacturing Favorable Industry Trends 12 Regionalization/ reshoring of the semiconductor industry Captives increasing 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 Q2 2026 Financial Results

FQ2 2026 Summary Revenue Gross Margin Operating Margin Diluted EPS Non-GAAP

Diluted EPS1 FQ2 2026 $209.9M 31.3% 20.1% $0.54 $0.42 FQ1 2026 $225.1M 35.0% 24.4% $0.74 $0.61 FQ2 2025 $211.0M 36.9% 26.4% $0.15 $0.40 1See reconciliation included in this presentation Totals may differ due to

rounding 14 Revenue reflects temporary delays of semiconductor design releases due to high industry fab utilization rates, allocation of memory supply, and macroeconomic concerns. Display grew 13% y/y as customers prepare for upcoming

consumer electronics launches Promising long-term demand driven by regionalization & reshoring, node migration, and overall semiconductor / display industry growth Revenue by Geographic Origin: Taiwan (32%), China IC (17%), China FPD

(12%), U.S. (16%), South Korea (19%), Europe (4%) Gross margin of 31.3% reflects operational leverage inherent in our financial model, and also product mix Non-GAAP Diluted EPS of $0.42 reflects temporary design release delays

Revenue by Product

Line $M 2Q26 Q/Q Y/Y High-End* 56.7 (21%) (4%) Mainstream 90.9 (3%) (6%) Total 147.5 (11%) (5%) Temporarily delayed design releases resulting from high industry fab utilization rates, memory tightness, and macro

factors 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 driving ASPs *IC: 28nm and smaller; FPD: G10.5+, AMOLED and

LTPS Totals may differ due to rounding High-End accelerated ahead of major consumer electronics releases in the Fall China IT market reverted back to traditional run rate Competitive advantages in larger, more complex panel sizes using

AMOLED display technology such as G10.5 and G8.6 $M 2Q26 Q/Q Y/Y High-End* 52.8 13% 21% Mainstream 9.6 (25%) (16%) Total 62.4 4% 13% IC FPD 15

Operating cash flow represented 22% of revenue with contribution from our largest

geographic regions FQ2 capex primarily reflects outlays for our Korea node extension down to 8nm, end-of-life tool upgrades, facility optimization and Allen expansion Capital allocation: Organic growth investments: investing in U.S. and

South Korea to support customer growth plans and capture more high-end opportunities 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 2Q26 1Q26 2Q25 Cash, cash equivalents and Short-term investments 637.7 636.9 558.4 Debt 3.9 0.02 0.03 Operating Cash Flow 47.0 97.3 31.5 Capital

Expenditures 45.8 47.6 60.5 16

FQ3 2026 Guidance Assumptions: Delayed design starts because of tight memory

conditions, prolonged profitability maximization of existing designs, and macroeconomic factors Allen, TX facility to begin delivering qualification masks in FQ3 Fiscal 2026 capex reflects latter stages of expansion in U.S., initial expansion

in South Korea, and peak end-of-life tool replacement Revenue ($M) 207 – 215 Operating Margin 18% - 20% Diluted non-GAAP EPS $0.39 - $0.45 Diluted Shares (M) ~59 Full-year Capex ($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

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Document and Entity Information

May 28, 2026

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May 28, 2026

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PHOTRONICS, INC.

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15 Secor Road

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Brookfield

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06804

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203

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COMMON STOCK, $0.01 par value per share

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