UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended February 1, 2026

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

For the transition period from ___ to ___

Commission file number 0-15451

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Connecticut		06-0854886
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

15 Secor Road, Brookfield, Connecticut		06804
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(203) 775-9000

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	PLAB	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The registrant had 58,966,394 shares of common stock outstanding as of March 5, 2026.

PHOTRONICS, INC.

QUARTERLY REPORT ON FORM 10-Q

February 1, 2026

TABLE OF CONTENTS

Glossary of Terms and Acronyms		3

Cautionary Statement Regarding Forward-Looking Statements		4

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	5

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Income	6

	Condensed Consolidated Statements of Comprehensive Income	7

	Condensed Consolidated Statements of Equity	8

	Condensed Consolidated Statements of Cash Flows	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Table of Contents

Glossary of Terms and Acronyms

Definitions of certain terms and acronyms that may appear in this report are provided below.

AI	Artificial Intelligence
AMOLED	Active-matrix organic light-emitting diode. A technology used in mobile devices.
Application-specific IC	An integrated circuit customized for a particular use, rather than intended for general-purpose use
ASC	Accounting Standards Codification
ASP	Average Selling Price
ASU	Accounting Standards Update
CNY	Chinese Yuan
DNP	Dai Nippon Printing Co., Ltd.
EUV	A wafer lithography technology using the industry standard extreme ultraviolet (EUV) wavelength. EUV photomasks function by selectively reflecting or blocking light, in contrast to conventional photomasks which function by selectively transmitting or blocking light
Exchange Act	The Securities Exchange Act of 1934 (as amended)
FASB	Financial Accounting Standards Board
Form 10-K	Annual Report on Form 10-K
Form 10-Q	Quarterly Report on Form 10-Q
FPD	Flat-panel displays, or “displays”
FY	Fiscal Year
Generation	In reference to flat panel displays, it refers to the size range of the underlying substrate to which a photomask is applied. Higher generation (or “G”) numbers represent larger substrates
High-end (photomasks)	For IC, photomasks that are 28nm or smaller; for FPD, AMOLED, G10.5+, and LTPS photomasks
IC	Integrated circuits, or semiconductors
LTPS	Low-Temperature Poly Silicon, a polycrystalline silicon synthesized at relatively low temperatures; polycrystalline silicon in thin-film transistors (TFTs) are used in liquid-crystal display (LCD) flat panels and to drive organic light-emitting diode (OLED) displays
Mainstream (photomasks)	For IC, photomasks that service IC nodes greater than 28nm; for FPD, G8 and smaller photomasks
Optical proximity correction	A photolithography enhancement technique applied to compensate for the limitations of light to maintain the edge placement integrity of an original design, imaged onto a silicon wafer, for further processing to an etched pattern.
PDMCX	Xiamen American Japan Photronics Mask Co., Ltd., a joint venture of Photronics and DNP
ROU (assets)	Right-of-use asset
SEC	Securities and Exchange Commission
U.S. GAAP	Accounting principles generally accepted in the United States of America
VIE	Variable Interest Entity
Wafer	A wafer, or silicon wafer, is a thin slice of semiconductor material that, in the fabrication of microelectronics, serves as the substrate for microelectronic devices built in and upon the wafer

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements, as defined by the SEC. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by us, or on our behalf. Forward-looking statements are statements other than statements of historical fact, including, without limitation, those statements that include such words as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “predicts”, and similar expressions, and, without limitation, may address our future plans, objectives, goals, strategies, events, or performance, as well as underlying assumptions and other statements that are other than statements of historical facts. On occasion, in other documents filed with the SEC, press releases, conferences, or by other means, we may discuss, publish, disseminate, or otherwise make available, forward-looking statements, including statements contained within Part I, Item 2 – “Management’s Discussion & Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Our expectations, beliefs, and projections are expressed in good faith and are believed by us to have a reasonable basis, including, without limitation, management’s examination of historical operating trends, information contained in our records, and information we have obtained from other parties. However, we can offer no assurance that our expectations, beliefs, or projections will be realized, accomplished, or achieved.

Forward-looking statements within this Form 10-Q speak only as of the date of its filing, and we undertake no obligation to update any such statements to reflect changes in events or circumstances that may subsequently occur. Users of this Form 10-Q are cautioned that various factors may cause actual results to differ materially from those contained in any forward-looking statements found within this Form 10-Q and that they should not place undue reliance on any forward-looking statement. In addition, all forward-looking statements, whether written or oral and whether made by us or on our behalf, are expressly qualified by the risk factors provided in Part I, Item 1A “Risk Factors” contained in Form 10-K for the year ended October 31, 2025, filed with the SEC on December 17, 2025, as well as any additional risk factors we may provide in Part II, Item 1A in this Quarterly Report on Form 10-Q.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

PHOTRONICS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(unaudited)

	February 1,			October 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	544,133		$	492,256
Short-term investments		92,738			95,909
Accounts receivable, net of allowance of $1,153 in 2026 and $1,166 in 2025		199,490			195,921
Inventories		62,653			61,767
Other current assets		47,235			44,199
Total current assets		946,249			890,052

Property, plant and equipment, net		894,620			854,436
Deferred income taxes		38,255			40,207
Other assets		22,295			19,839
Total assets	$	1,901,419		$	1,804,534

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	11		$	11
Accounts payable		111,651			84,209
Accrued liabilities		94,987			81,653
Total current liabilities		206,649			165,873

Long-term debt		10			13
Other liabilities		44,839			41,341
Total liabilities		251,498			207,227

Commitments and contingencies (Note 11)

Equity:
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.01 par value, 150,000 shares authorized, 58,108 shares issued and outstanding as of February 1, 2026, and 57,633 shares issued and outstanding as of October 31, 2025		581			576
Additional paid-in capital		488,806			486,934
Retained earnings		814,323			772,199
Accumulated other comprehensive loss		(92,320	)		(86,120	)
Total Photronics, Inc. shareholders’ equity		1,211,390			1,173,589
Noncontrolling interests		438,531			423,718
Total equity		1,649,921			1,597,307
Total liabilities and equity	$	1,901,419		$	1,804,534

See accompanying notes to condensed consolidated financial statements.

Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	February 1,			February 2,
	2026			2025
Revenue	$	225,066		$	212,138
Cost of goods sold		146,364			136,603
Gross profit		78,702			75,535

Operating expenses:
Selling, general, and administrative		21,311			19,101
Research and development		2,588			4,257
Total operating expenses		23,899			23,358

Other operating income		56			-
Operating income		54,859			52,177

Other income (expense):
Foreign currency transactions impact, net		12,865			18,443
Interest income and other income, net		6,809			6,585
Interest expense		(1	)		(47	)
Income before income tax provision		74,532			77,158

Income tax provision		14,355			18,901

Net income		60,177			58,257

Net income attributable to noncontrolling interests		17,238			15,406

Net income attributable to Photronics, Inc. shareholders	$	42,939		$	42,851

Earnings per share attributable to Photronics, Inc. shareholders:
Basic	$	0.74		$	0.69
Diluted	$	0.74		$	0.68

Weighted-average number of common shares outstanding:
Basic		57,794			62,093
Diluted		58,390			62,661

See accompanying notes to condensed consolidated financial statements.

Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three Months Ended
	February 1,			February 2,
	2026			2025
Net income	$	60,177		$	58,257

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(8,667	)		(42,917	)
Other		42			70
Net other comprehensive loss		(8,625	)		(42,847	)

Comprehensive income		51,552			15,410

Less: comprehensive income attributable to noncontrolling interests		14,813			6,566

Comprehensive income attributable to Photronics, Inc. shareholders	$	36,739		$	8,844

See accompanying notes to condensed consolidated financial statements.

Table of Contents

PHOTRONICS, INC.

Condensed Consolidated Statements of Equity

(in thousands)

(unaudited)

	Three Months Ended February 1, 2026
	Photronics, Inc. Shareholders
										Accumulated
					Additional					Other			Non-
	Common Stock				Paid-in			Retained		Comprehensive			controlling			Total
	Shares		Amount		Capital			Earnings		Income (Loss)			Interests			Equity
Balance as of October 31, 2025		57,633	$	576	$	486,934		$	772,199	$	(86,120	)	$	423,718		$	1,597,307

Net income		-		-		-			42,939		-			17,238			60,177
Other comprehensive loss		-		-		-			-		(6,200	)		(2,425	)		(8,625	)
Shares issued under equity plans		475		5		(979	)		-		-			-			(

SEC Form 10-Q filed by Photronics Inc.