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 August 2, 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 58,997,167 shares of common stock outstanding as of September 3, 2026.

PHOTRONICS, INC.

QUARTERLY REPORT ON FORM 10-Q

August 2, 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	10

	Notes to Condensed Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

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 display technology used in mobile, wearable, information technology, automotive, and virtual reality products
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 assets
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

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 and 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.

PART I.

FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

PHOTRONICS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(unaudited)


	August 2, 2026			October 31, 2025
	August 2, 2026			October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	549,513		$	492,256
Short-term investments		123,298			95,909
Accounts receivable, net[1]		187,730			195,921
Inventories		64,748			61,767
Other current assets		49,567			44,199
Total current assets		974,856			890,052

Property, plant and equipment, net		955,038			854,436
Deferred income taxes		37,682			40,207
Other assets		23,167			19,839
Total assets	$	1,990,743		$	1,804,534

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	3,889		$	11
Accounts payable		117,281			84,209
Accrued liabilities		76,113			81,653
Total current liabilities		197,283			165,873

Long-term debt		4			13
Other liabilities		49,754			41,341
Total liabilities		247,041			207,227

Commitments and contingencies (Note 12)

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, 58,195 shares issued and outstanding as of August 2, 2026, and 57,633 shares issued and outstanding as of October 31, 2025		582			576
Additional paid-in capital		496,694			486,934
Retained earnings		874,668			772,199
Accumulated other comprehensive loss		(91,250	)		(86,120	)
Total Photronics, Inc. shareholders' equity		1,280,694			1,173,589
Noncontrolling interests		463,008			423,718
Total equity		1,743,702			1,597,307
Total liabilities and equity	$	1,990,743		$	1,804,534

[1]

Accounts receivable, net included amounts due from a related party of $39.7 million and $38.3 million as of August 2, 2026, and October 31, 2025, respectively. The allowance for credit losses included in the Company’s total accounts receivable balance was $1.1 million and $1.2 million as of August 2, 2026, and October 31, 2025, respectively.

See accompanying notes to condensed consolidated financial statements.

PHOTRONICS, INC.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended						Nine Months Ended
	August 2, 2026			August 3, 2025			August 2, 2026			August 3, 2025
	August 2, 2026			August 3, 2025			August 2, 2026			August 3, 2025
Revenue[1]	$	216,047		$	210,394		$	651,054		$	633,524
Cost of goods sold		144,313			139,539			434,862			409,228
Gross profit		71,734			70,855			216,192			224,296

Operating expenses:
Selling, general, and administrative		22,543			18,423			64,610			55,624
Research and development		3,707			4,271			9,116			12,618
Total operating expenses		26,250			22,694			73,726			68,242

Other operating income, net		20			-			76			-
Operating income		45,504			48,161			142,542			156,054

Other income (expense):
Foreign currency transactions impact, net		4,776			(14,258	)		25,510			(26,925	)
Interest income and other income, net		4,623			4,830			15,241			16,745
Interest expense		(31	)		-			(33	)