What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-05 · 159 added, 119 removed, 552 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 27,

2025 December 28,

21 unchanged sentences

Accrued liabilities 41,574 43,742

Current portion of term loan, net of unamortized issuance costs 1,121 1,106

Current portion of long-term debt, net of unamortized issuance costs 1,129 1,106

Deferred revenue 21,623 15,847

1 unchanged sentence

Total current liabilities 130,115 131,345

Term loan, less current portion, net of unamortized issuance costs 11,644 12,208

Long-term debt, less current portion, net of unamortized issuance costs 11,359 12,208

Long-term operating lease liabilities 13,317 17,550

15 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Revenues $ 202,676 $ 207,917 $ 569,830 $ 574,116

4 unchanged sentences

Selling, general and administrative 32,971 35,607 97,907 106,560

Factory start-up costs 964 — 1,321 —

Total operating expenses 62,621 66,850 184,507 197,994

1 unchanged sentence

Operating income 18,005 17,855 33,580 56,930

12,306 17,772 15,575 39,075

Interest income, net 1,976 3,650 7,935 10,221

1 unchanged sentence

444 ( 558 ) 1,328 322

Income before income taxes 14,942 21,547 22,418 46,526

Income before income taxes and equity investment

20,425 20,947 42,843 67,473

Provision for income taxes 5,937 2,211 9,384 7,564

Loss (income) from equity investment

( 1,168 ) — 2,316 —

Loss from equity investment 3,484 — 3,484 —

Net income $ 15,656 $ 18,736 $ 31,143 $ 59,909

9 unchanged sentences

(In thousands)

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Net income $ 15,656 $ 18,736 $ 31,143 $ 59,909

1 unchanged sentence

Foreign currency translation adjustments ( 2,621 ) 4,326 9,081 968

Unrealized gains (losses) on available-for-sale marketable securities ( 110 ) ( 39 ) 260 ( 237 )

Unrealized gains on available-for-sale marketable securities 114 1,669 374 1,432

Unrealized gains (losses) on derivative instruments ( 895 ) 180 1,433 ( 121 )

10 unchanged sentences

Income (Loss) Accumulated

Three Months Ended June 28, 2025

Balances, March 29, 2025

Three Months Ended September 27, 2025

Balances, June 28, 2025

77,111,430 $ 77 $ 850,064 $ 3,450 $ 136,432 $ 990,023

Issuance of common stock under the Employee Stock Purchase Plan 188,138 — 4,543 — — 4,543

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 277,529 1 ( 4,991 ) — — ( 4,990 )

1 unchanged sentence

Stock-based compensation — — 9,344 — — 9,344

Other comprehensive income — — — 9,487 — 9,487

Other comprehensive loss — — — ( 3,402 ) — ( 3,402 )

Net income — — — — 15,656 15,656

Balances, June 28, 2025

Balances, September 27, 2025

77,517,097 $ 78 $ 857,401 $ 48 $ 152,088 $ 1,009,615

Six Months Ended June 28, 2025

Nine Months Ended September 27, 2025

Balances, December 28, 2024

7 unchanged sentences

Net income — — — — 31,143 31,143

Balances, June 28, 2025

Balances, September 27, 2025

77,517,097 $ 78 $ 857,401 $ 48 $ 152,088 $ 1,009,615

Three Months Ended June 29, 2024

Balances, March 30, 2024 77,241,118 $ 77 $ 857,326 $ ( 6,765 ) $ 73,112 $ 923,750

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

(In thousands, except shares)

Stock Additional

Capital Accumulated

Comprehensive

Three Months Ended September 28, 2024

Balances, June 29, 2024 77,281,052 $ 77 $ 863,283 $ ( 7,948 ) $ 92,504 $ 947,916

Issuance of common stock under the Employee Stock Purchase Plan 143,975 — 4,800 — — 4,800

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 428,694 — ( 14,421 ) — — ( 14,421 )

1 unchanged sentence

Stock-based compensation — — 8,713 — — 8,713

Other comprehensive loss — — — ( 1,183 ) — ( 1,183 )

Other comprehensive income — — — 6,175 — 6,175

Net income — — — — 18,736 18,736

Balances, June 29, 2024

Balances, September 28, 2024

77,447,989 $ 77 $ 845,466 $ ( 1,773 ) $ 111,240 $ 955,010

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

Balances, December 30, 2023 77,376,903 $ 77 $ 861,448 $ ( 4,052 ) $ 51,331 $ 908,804

3 unchanged sentences

Stock-based compensation — — 29,471 — — 29,471

Other comprehensive loss — — — ( 3,896 ) — ( 3,896 )

Other comprehensive income — — — 2,279 — 2,279

Net income — — — — 59,909 59,909

Balances, June 29, 2024

Balances, September 28, 2024

77,447,989 $ 77 $ 845,466 $ ( 1,773 ) $ 111,240 $ 955,010

3 unchanged sentences

(In thousands)

Six Months Ended

2025 June 29,

Nine Months Ended

September 27,

2025 September 28,

Cash flows from operating activities:

1 unchanged sentence

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

Depreciation 17,051 14,563

Amortization 1,339 1,280

Depreciation and amortization 28,161 24,117

Reduction in the carrying amount of right-of-use assets 5,228 5,129

22 unchanged sentences

Purchases of marketable securities ( 95,378 ) ( 109,727 )

Purchase of promissory note receivable — ( 1,500 )

Proceeds from maturities and sales of marketable securities 98,281 94,263

14 unchanged sentences

(In thousands)

Six Months Ended

2025 June 29,

Nine Months Ended

September 27,

2025 September 28,

Non-cash investing and financing activities:

Decrease in accounts payable and accrued liabilities related to property, plant and equipment purchases $ 10,655 $ 2,915

Operating lease, right-of-use assets obtained in exchange for lease obligations 448 —

Supplemental disclosure of cash flow information:

18 unchanged sentences

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December.

Fiscal 2025 and 2024 each contain 52 weeks and the six months ended June 28, 2025 and June 29, 2024 each contained 26 weeks.

Fiscal 2025 and 2024 each contain 52 weeks and the nine months ended September 27, 2025 and September 28, 2024 each contained 39 weeks.

Fiscal 2025 will end on December 27 , 2025.

Significant Accounting Policies

Our significant accounting policies have not changed during the six months ended June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024, except for:

Our significant accounting policies have not changed during the nine months ended September 27, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024, except for:

Equity Investment

On February 21, 2025, Frontier Investments Co., Ltd (“HoldCo”), a joint holding company in which we hold a 20 % share of the equity and an affiliate of MBK Partners holds an 80 % share of the equity, through HoldCo’s wholly-owned subsidiary, FM Holdings Co., Ltd., acquired 100 % of the shares of FICT Limited (“FICT”) from Advantage Partners Inc.

Our initial investment of $ 67.2 million is comprised of the funding of our share of the purchase price of $ 59.6 million, subject to changes in foreign currency fluctuations, and acquisition costs of $ 7.5 million.

Our initial $ 67.2 million investment comprised of the funding of our share of the purchase price of $ 59.6 million, subject to changes in foreign currency fluctuations, and acquisition costs of $ 7.5 million.

Headquartered in Nagano, Japan, FICT is a provider of semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services.

1 unchanged sentence

We report our pro-rata share of the HoldCo's financial results on a one-quarter lag as their results are not available in time to be recorded in the concurrent period.

During the three and six months ended June 28, 2025, we recorded a $ 3.5 million loss of our equity share of the HoldCo using lag reporting.

As of June 28, 2025, the carrying value of our investment was $ 67.3 million, and recorded in Equity investment on our Condensed Consolidated Balance Sheets.

As of June 28, 2025, we had a $ 7.3 million basis difference between the carrying value of our investment and our proportionate share of the underlying net assets of the Holdco.

During the three and nine months ended September 27, 2025, we recorded income of $ 1.2 million and a loss of $ 2.3 million, respectively, from our equity share of the HoldCo using lag reporting.

As of September 27, 2025, the carrying value of our investment was $ 66.4 million, and recorded in Equity investment on our Condensed Consolidated Balance Sheets.

As of September 27, 2025, we had a $ 7.3 million basis difference between the carrying value of our investment and our proportionate share of the underlying net assets of the Holdco.

The basis difference is accounted for as equity method goodwill that is not amortized.

We engage in transactions with FICT, a related party and a supplier, in the normal course of business and at arm's length.

Total related party purchases of inventory from FICT during the three and six months ended June 28, 2025 was $ 3.0 million and $ 4.8 million, respectively.

Total related party purchases of inventory from FICT during the three and nine months ended September 27, 2025 was $ 2.6 million and $ 7.4 million, respectively.

New Accounting Pronouncements

15 unchanged sentences

We will adopt this ASU retrospectively for the period ending December 27, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.

Reclassifications

Certain immaterial reclassifications were made to the prior year financial statements to conform to the current year presentation.

In the current period we combined depreciation and amortization into a single line on the Condensed Consolidated Statement of Cash Flows.

Note 2 — Concentration of Credit and Other Risks

Each of the following customers accounted for 10 % or more of our revenues for the periods indicated:

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

SK hynix Inc.

1 unchanged sentence

Intel Corporation * 17.1 % 11.2 % 16.6 %

Taiwan Semiconductor Manufacturing Co., LTD.

24.5 % 35.2 % 35.5 % 34.4 %

* Less than 10% of revenues.

At June 28, 2025, three customers accounted for 21.4 %, 16.4 %, and 15.6 % of gross accounts receivable, and at December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.

At September 27, 2025, two customers accounted for 21.5 % and 17.6 % of gross accounts receivable, and at December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.

Note 3 — Inventories, net

1 unchanged sentence

Inventories, net, consisted of the following (in thousands):

September 27,

2025 December 28,

4 unchanged sentences

Note 4 — Divestiture

On February 26, 2024, we closed on the sale of the operations in China to Grand Junction and received total consideration of $ 21.4 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital.

On February 26, 2024, we closed on the sale of operations in China to Grand Junction and received total consideration of $ 21.4 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital.

The disposition of the China operations did not meet the criteria to be classified as a discontinued operation in our financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on our operations and financial results.

32 unchanged sentences

Foreign currency translation — 1,670 1,670

Goodwill, as of June 28, 2025

Goodwill, as of September 27, 2025

$ 177,369 $ 23,472 $ 200,841

We have no t recorded goodwill impairments for the six months ended June 28, 2025.

We have no t recorded goodwill impairments for the nine months ended September 27, 2025.

Intangible assets were as follows (in thousands):

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Intangible Assets Gross Accumulated

6 unchanged sentences

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Cost of revenues $ 441 $ 449 $ 1,398 $ 1,347

7 unchanged sentences

Accrued liabilities consisted of the following (in thousands):

September 27,

2025 December 28,

5 unchanged sentences

$ 41,574 $ 43,742

Note 7 — Debt

Revolving Credit Agreement

On July 29, 2025, we entered into a Revolving Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $ 150 million revolving credit facility (the “Facility”).

The Facility has a maturity date of July 29, 2030.

The Facility may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Credit Agreement.

No amounts were outstanding under the Facility as of September 27, 2025.

Borrowings under the Facility will bear interest at a fluctuating rate per annum equal to, at our option, (i) the forward-looking secured overnight financing rate (“SOFR”) term, (ii) a base rate set forth in the Credit Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on our leverage ratio.

Voluntary prepayments are permissible without

penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Credit Agreement.

The Facility also bears a quarterly commitment fee ranging from 0.15 % to 0.25% on the daily amount by which the commitments under the Facility exceed the outstanding amount.

The commitment fee as of September 27, 2025 was 0.15%.

The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default, including limitations on subsidiary indebtedness and liens, and the requirement to maintain specified financial ratios including the requirement to maintain a consolidated total net leverage ratio not exceeding 3.50 to 1.00 as of the last day of each fiscal quarter with an increase to 4.00 to 1.00 for four quarters following a permitted acquisition.

Building Term Loan and Interest Rate Swap

On June 22, 2020, we entered into an $ 18.0 million 15-year credit facility loan agreement (the “Building Term Loan”).

The proceeds of the Building Term Loan were used to purchase a building adjacent to our leased facilities in Livermore, California.

On May 19, 2023, we amended the Building Term Loan, replacing the benchmark reference rate London Interbank Offered Rate (“LIBOR”) with the term SOFR, with no change to the amount or timing of contractual cash flows.

The Building Term Loan bears interest at a rate equal to the applicable SOFR rate plus 1.86 % per annum.

Interest payments are payable in monthly installments over a fifteen-year period.

The interest rate at September 27, 2025, before consideration of interest rate swap discussed in the next paragraph, was 6.14 %.

As of September 27, 2025, the balance outstanding pursuant to the Building Term Loan was $ 12.5 million.

On March 17, 2020, we entered into an interest rate swap agreement to hedge the interest payment on the Building Term Loan for the notional amount of $ 18.0 million, and an amortization period that matches the debt.

As future levels of LIBOR over the life of the loan were uncertain, we entered into this interest-rate swap agreement to hedge the exposure in interest rate risks associated with movement in LIBOR rates.

This agreement was amended on May 19, 2023 to replace the benchmark reference rate LIBOR with SOFR to match the Building Term Loan agreement (as amended).

After the amendment, the interest rate swap continues to convert our floating-rate interest into a fixed-rate at 2.75 %.

As of September 27, 2025, the notional amount of the loan that is subject to this interest rate swap is $ 12.5 million.

Note 8 — Fair Value and Derivative Instruments

4 unchanged sentences

• Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended June 28, 2025 or the year ended December 28, 2024.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended September 27, 2025 or the year ended December 28, 2024.

The carrying values of Cash, Accounts receivable, net, Restricted cash, Prepaid expenses and other current assets, Accounts payable, and Accrued liabilities approximate fair value due to their short maturities.

No changes were made to our valuation techniques during the first six months of fiscal 2025.

No changes were made to our valuation techniques during the first nine months of fiscal 2025.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

June 28, 2025 Level 1 Level 2 Level 3 Total

September 27, 2025 Level 1 Level 2 Level 3 Total

Cash equivalents:

31 unchanged sentences

Our investments are priced by pricing vendors who provide observable inputs for their pricing without applying significant judgment.

Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price

is more reflective of fair value.

Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair value.

Our broker-priced investments are categorized as Level 2 investments because fair value is based on similar assets without applying significant judgments.

18 unchanged sentences

The fair value of our foreign exchange derivative contracts was determined based on current foreign currency exchange rates and forward points.

All of our foreign exchange derivative contracts outstanding at June 28, 2025 will mature by the first quarter of fiscal 2026.

The following table provides information about our foreign currency forward contracts outstanding as of June 28, 2025 (in thousands):

All of our foreign exchange derivative contracts outstanding at September 27, 2025 will mature by the first quarter of fiscal 2026.

The following table provides information about our foreign currency forward contracts outstanding as of September 27, 2025 (in thousands):

Currency Contract Position Contract Amount

7 unchanged sentences

We measure and report our non-financial assets such as Property, plant and equipment, Equity investment, Goodwill and Intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and six months ended June 28, 2025 or June 29, 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 27, 2025 or September 28, 2024.

Note 9 — Warranty

3 unchanged sentences

We regularly monitor product returns for warranty and maintain a reserve for the related expenses based upon our historical experience and any specifically identified failures.

As we sell new products to our customers, we must exercise considerable judgment in estimating the expected failure rates.

As we sell new products to our

customers, we must exercise considerable judgment in estimating the expected failure rates.

This estimating process is based on historical experience of similar products, as well as various other assumptions that we believe to be reasonable under the circumstances.

1 unchanged sentence

Changes in our warranty liability were as follows (in thousands):

Six Months Ended

2025 June 29,

Nine Months Ended

September 27,

2025 September 28,

Balance at beginning of year $ 3,558 $ 3,177

4 unchanged sentences

Property, plant and equipment, net consisted of the following (in thousands):

September 27,

2025 December 28,

18 unchanged sentences

This share repurchase program will expire on April 24, 2027.

During the six months ended June 28, 2025, we repurchased and retired 75,000 shares of common stock for $ 2.4 million under this plan, and as of June 28, 2025, $ 72.6 million remained available for future repurchases.

During the nine months ended September 27, 2025, we repurchased and retired 135,000 shares of common stock for $ 4.1 million under this plan, and as of September 27, 2025, $ 70.9 million remained available for future repurchases.

Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired.

13 unchanged sentences

Awards forfeited ( 115,816 ) 38.58

RSUs at June 28, 2025

RSUs at September 27, 2025

2,047,547 34.08

1 unchanged sentence

We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria.

There were no PRSUs granted during the six months ended June 28, 2025.

On August 6, 2025, we granted 163,980 PRSUs to certain senior executives for a total grant date fair value of $ 5.4 million which will be recognized ratably over the requisite service period.

The performance criteria are based on Total Shareholder Returns (“TSR”) for the period of July 1, 2025 - June 30, 2028, relative to the TSR of the companies identified as being part of the S&P Semiconductors Select Industry Index (FormFactor peer companies) as of the grant date.

Of the 204,903 PRSUs granted in 2022, 73,035 shares were forfeited during the requisite service period, resulting in 131,868 shares that were subject to the achievement of certain TSR performance criteria.

We achieved 77 % TSR performance, which resulted in a total of 101,433 shares vested and issued in fiscal 2025 related to the fiscal 2022 PRSU grant.

PRSUs are included as part of the RSU activity above.

1 unchanged sentence

Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:

Six Months Ended

June 28, 2025

Nine Months Ended

September 27, 2025

Shares issued 385,189

3 unchanged sentences

Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Cost of revenues $ 1,941 $ 1,934 $ 5,636 $ 5,794

3 unchanged sentences

Unrecognized Compensation Costs

At June 28, 2025, the unrecognized stock-based compensation was as follows (dollars in thousands):

At September 27, 2025, the unrecognized stock-based compensation was as follows (dollars in thousands):

Average Expected

6 unchanged sentences

The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Weighted-average shares used in computing basic net income per share 77,387 77,406 77,270 77,364

3 unchanged sentences

Note 13 — Commitments and Contingencies

See Note 13, Leases .

Contractual Obligations and Commitments

Our contractual obligations and commitments have not materially changed as of June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Legal Matters

6 unchanged sentences

We did not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility and we are not reasonably certain we will exercise these options at this time.

The weighted-average remaining lease term for our operating leases was four years as of June 28, 2025 and the weighted-average discount rate was 4.9 %.

The weighted-average remaining lease term for our operating leases was three years as of September 27, 2025 and the weighted-average discount rate was 4.8 %.

The components of lease expense were as follows (in thousands):

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Lease expense:

3 unchanged sentences

$ 3,136 $ 3,394 $ 9,422 $ 9,581

Future minimum payments under our non-cancelable operating leases were as follows as of June 28, 2025 (in thousands):

Future minimum payments under our non-cancelable operating leases were as follows as of September 27, 2025 (in thousands):

Fiscal Year Amount

8 unchanged sentences

Transaction price allocated to the remaining performance obligations:

On June 28, 2025, we had $ 17.4 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered.

On September 27, 2025, we had $ 18.9 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered.

We expect to recognize approximately 23.4 % of our remaining performance obligations as revenue in the remainder of fiscal 2025, approximately 55.6 % in fiscal 2026, and approximately 21.0 % in fiscal 2027 and thereafter.

5 unchanged sentences

A contract asset is recorded when we have performed under the contract but our right to consideration is conditional on something other than the passage of time.

Contract assets as of June 28, 2025 and December 28, 2024 were $ 8.6 million and $ 6.9 million, respectively, and are reported on the Condensed Consolidated Balance Sheets as a component of Prepaid expenses and other current assets.

Contract assets as of September 27, 2025 and December 28, 2024 were $ 4.6 million and $ 6.9 million, respectively, and are reported on the Condensed Consolidated Balance Sheets as a component of Prepaid expenses and other current assets.

Contract liabilities include payments received and payments due in advance of performance under a contract and are satisfied as the associated revenue is recognized.

Contract liabilities are reported on the Condensed Consolidated Balance Sheets at the end of each reporting period as a component of Deferred revenue and Other liabilities.

Contract liabilities as of June 28, 2025 and December 28, 2024 were $ 18.0 million and $ 16.9 million, respectively.

During the six months ended June 28, 2025, we recognized $ 12.6 million of revenue that was included in contract liabilities as of December 28, 2024.

Contract liabilities as of September 27, 2025 and December 28, 2024 were $ 23.1 million and $ 16.9 million, respectively.

During the nine months ended September 27, 2025, we recognized $ 13.8 million of revenue that was included in contract liabilities as of December 28, 2024.

Costs to obtain a contract:

9 unchanged sentences

Three Months Ended

June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024

Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total

8 unchanged sentences

General and administrative 15,731 17,454

Gain on sale of business — 310

Factory start-up costs 964 —

Operating income 18,005 17,855

1 unchanged sentence

Other income (expense), net 444 ( 558 )

Income before income taxes $ 14,942 $ 21,547

Six Months Ended

June 28, 2025 June 29, 2024

Income before income taxes and equity investment $ 20,425 $ 20,947

Nine Months Ended

September 27, 2025 September 28, 2024

Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total

11 unchanged sentences

46,412 50,235

Factory start-up costs 1,321 —

Gain on sale of business — 20,581

2 unchanged sentences

Other income (expense), net

Income before income taxes $ 22,418 $ 46,526

Income before income taxes and equity investment

$ 42,843 $ 67,473

Corporate and Other includes unallocated expenses relating to amortization of stock-based compensation expense, intangible assets, acquisition-related costs, including charges related to fixed assets stepped up to fair value, restructuring charges, and other costs, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

Acquisition-related costs include transaction costs and any costs directly related to the acquisition and integration of acquired businesses.

Net contribution represents Operating income excluding general and administrative expenses and gains on sale of business, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

Net contribution represents Operating income excluding general and administrative expenses, factory start-up costs, and gains on sale of business, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

Certain revenue category information by reportable segment was as follows (in thousands):

Three Months Ended

June 28, 2025 June 29, 2024

September 27, 2025 September 28, 2024

Probe Cards Systems Total Probe Cards Systems Total

12 unchanged sentences

United States 26,802 9,573 36,375 45,015 10,000 55,015

Japan 7,080 7,586 14,666 4,513 3,098 7,611

China 7,760 3,905 11,665 27,367 7,146 34,513

Europe 3,224 4,024 7,248 3,250 5,565 8,815

Japan 8,406 2,979 11,385 3,734 4,322 8,056

Singapore 8,697 1,240 9,937 4,726 749 5,475

Europe 2,441 4,922 7,363 2,149 5,607 7,756

Malaysia 5,633 181 5,814 4,458 822 5,280

1 unchanged sentence

Total $ 166,380 $ 36,296 $ 202,676 $ 172,174 $ 35,743 $ 207,917

Six Months Ended

June 28, 2025 June 29, 2024

Nine Months Ended

September 27, 2025 September 28, 2024

Probe Cards Systems Total Probe Cards Systems Total

14 unchanged sentences

China 20,545 14,135 34,680 56,364 18,849 75,213

Europe 6,759 8,270 15,029 6,778 10,886 17,664

Singapore 19,057 3,808 22,865 12,354 2,401 14,755

Europe 9,200 13,192 22,392 8,927 16,493 25,420

Malaysia 13,297 272 13,569 11,150 2,595 13,745

1 unchanged sentence

Total $ 465,008 $ 104,822 $ 569,830 $ 475,667 $ 98,449 $ 574,116

Note 16 — Subsequent Events

One Big Beautiful Bill

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of tax reform provisions that may affect our financial results, was signed into law in the United States.

FASB Topic 740, Income Taxes , requires the effects of tax law changes to be recognized in the period of enactment.

As the legislation was signed into law after the close of the second quarter, the impacts are not included in our operating results for the six months ended June 28, 2025.

Among other provisions, the OBBB repealed the capitalization of domestic Research and Development expenditures and includes a reduced deduction rate on Foreign-derived Deduction Eligible Income and income from non-U.S.

subsidiaries.

We are currently evaluating the impact of these provisions which could affect our effective tax rate and deferred tax assets in 2025 and future periods.

Revolving Credit Agreement

On July 29, 2025, we entered into a Revolving Credit Agreement (the “Credit Agreement”) by and among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $150 million revolving credit facility (the “Facility”) with an option to draw additional Incremental Term Loans in $25 million increments.

The Facility has a maturity date of July 29, 2030.

The Facility may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Credit Agreement.

Borrowings under the Facility will bear interest at a fluctuating rate per annum equal to, at our option, (i) the forward-looking secured overnight financing rate term, (ii) a base rate set forth in the Credit Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on our leverage ratio.

Voluntary prepayments are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Credit Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements