What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 284 added, 186 removed, 1254 unchanged (27% of the section changed)

29 unchanged sentences

Insider Trading Arrangements

During the quarter ended December 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 27, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

On December 4, 2025 , Aric McKinnis , the Company's Chief Financial Officer , adopted a Rule 10b5-1 trading agreement.

Under this arrangement, a total of up to 5,552 shares of our common stock may be sold, subject to certain conditions, after March 5, 2026 and before the arrangement expires on December 4, 2026.

The above arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

The information required by this item is incorporated by reference to the proxy statement for our 2026 Annual Meeting of Stockholders under the captions Corporate Governance, Executive Officers, and, if applicable, Delinquent Section 16(a) Reports.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the proxy statement for our 2025 Annual Meeting of Stockholders under the captions Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and Equity Compensation Plans.

The information required by this item is incorporated by reference to the proxy statement for our 2026 Annual Meeting of Stockholders under the captions Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and Equity Compensation Plan.

Certain Relationships and Related Transactions, and Director Independence

23 unchanged sentences

Certificate of Amendment of Amended and Restated Certificate of Incorporation of FormFactor, Inc.

— — — — X ***

10-K 000-50307 2/21/2025 3.1

Restated Certificate of Incorporation of FormFactor, Inc.

10-K 000-50307 2/21/2025 3.2

Amended and Restated By-laws of FormFactor, Inc.

4 unchanged sentences

Severance Plan for US Executives

10-K 000-50307 2/21/2025 10.1

Form of Indemnity Agreement S-1/A 333-86738 5/28/2002 10.01

Employee Incentive Plan, as amended and restated effective January 28, 2025

10-K 000-50307 2/21/2025 10.3

Employee Incentive Plan, as amended and restated effective January 25, 2022

10-K 000-50307 2/21/2025 10.4

Equity Incentive Plan, as amended and restated effective May 27, 2022 DEF 14A 000-50307 4/13/2022 Appendix B

43 unchanged sentences

CEO Change of Control and Severance Agreement, dated November 15, 2024 by and between Mike Slessor and the Registrant

10-K 000-50307 2/21/2025 10.28

Employment Offer Letter, dated February 15, 2018 to Shai Shahar 10-Q 000-50307 5/8/2018 10.1

Change of Control Severance Agreement, dated July 20, 2022 by and between Shai Shahar and the Registrant 8-K 000-50307 7/26/2022 10.2

Employment Offer Letter, dated August 4, 2025 to Aric McKinnis

Share Purchase Agreement by and among Camtek, Ltd.

as purchaser and FormFactor GmbH as seller and FormFactor, Inc as Parent and FRT GmbH as Company, dated as of September 17, 2023

as purchaser and FormFactor GmbH as seller and FormFactor, Inc as Parent and FRT GmbH as Company, dated as of September 17, 2023 10-K 000-50307 2/21/2025 10.31

Credit Agreement, dated as of July 29, 2025, by and among FormFactor, Inc.

and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto from time to time

7/30/2025 10.1

Insider Trading Policy

10-K 000-50307 2/21/2025 19.1

List of Registrant's subsidiaries — — — — X

8 unchanged sentences

Incentive Compensation Clawback Policy, effective October 2, 2023

10-K 000-50307 2/21/2025 97.1

101** The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, formatted in Inline XBRL:

1 unchanged sentence

101.SCH** XBRL Taxonomy Extension Schema Document — — — — X

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document — — — — X

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document — — — — X

101.LAB** XBRL Taxonomy Extension Label Linkbase Document — — — — X

Incorporated by Reference

1 unchanged sentence

First Filing Exhibit

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document — — — — X

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document — — — — X

101.LAB** XBRL Taxonomy Extension Label Linkbase Document — — — — X

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document — — — — X

2 unchanged sentences

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

*** Exhibit is refiled to correct a formatting error in the previously filed version.

+ Indicates a management contract or compensatory plan or arrangement.

4 unchanged sentences

February 20, 2026 By:

/s/ SHAI SHAHAR

/s/ ARIC MCKINNIS

Aric McKinnis

Chief Financial Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints Aric McKinnis and Alan Chan, and each of them, the undersigned's true and lawful attorneys in-fact and agents with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done with respect to this Annual Report on Form 10-K, including amendments, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

3 unchanged sentences

February 20, 2026

/s/ SHAI SHAHAR Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ ARIC MCKINNIS

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 20, 2026

Aric McKinnis

/s/ THOMAS ST.

78 unchanged sentences

Property, plant and equipment, net of accumulated depreciation 259,068 210,230

Equity investment 64,096 —

Goodwill 216,029 199,171

13 unchanged sentences

11,071 12,208

Deferred tax liabilities 1,600 —

Long-term operating lease liabilities 12,488 17,550

26 unchanged sentences

Selling, general and administrative 133,074 141,786 133,012

Factory start-up costs 3,025 — —

Total operating expenses 251,781 263,724 248,777

4 unchanged sentences

Other income (expense), net 2,202 939 ( 285 )

Income before income taxes 79,412 89,267 57,870

Income before income taxes and equity investment 69,391 79,412 89,267

Provision for income taxes 13,004 9,798 6,880

Loss from equity investment

Net income $ 54,361 $ 69,614 $ 82,387

13 unchanged sentences

Other comprehensive income (loss), net of tax:

Translation adjustments ( 5,861 ) 107 ( 4,864 )

Unrealized gains (losses) on available-for-sale marketable securities 432 2,022 ( 2,025 )

Foreign currency translation adjustments 6,369 ( 5,861 ) 107

Unrealized gains on available-for-sale marketable securities 405 432 2,022

Unrealized gains (losses) on derivative instruments 538 ( 1,359 ) ( 603 )

9 unchanged sentences

Issuance of common stock under the Employee Stock Purchase Plan 363,190 — 8,822 — — 8,822

Issuance of common stock pursuant to exercise of options for cash 6,000 — 42 — — 42

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 635,495 1 ( 10,688 ) — — ( 10,687 )

1 unchanged sentence

Stock-based compensation — — 38,272 — — 38,272

Other comprehensive loss — — — ( 4,129 ) — ( 4,129 )

Other comprehensive income — — — 1,526 — 1,526

Net income — — — — 82,387 82,387

4 unchanged sentences

Stock-based compensation — — 39,752 — — 39,752

Other comprehensive income — — — 1,526 — 1,526

Other comprehensive loss — — — ( 6,788 ) — ( 6,788 )

Net income — — — — 69,614 69,614

2 unchanged sentences

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 613,142 1 ( 12,403 ) — — ( 12,402 )

Issuance of common stock pursuant to private placement 334,971 — 15,000 — — 15,000

Purchase and retirement of common stock ( 800,000 ) — ( 26,168 ) — — ( 26,168 )

Stock-based compensation — — 38,413 — — 38,413

Other comprehensive loss — — — ( 6,788 ) — ( 6,788 )

Other comprehensive income — — — 7,312 — 7,312

Net income — — — — 54,361 54,361

9 unchanged sentences

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

Depreciation 30,321 30,603 28,646

Amortization 2,582 6,850 9,391

Amortization (accretion) of discount on investments ( 3,240 ) ( 2,828 ) 182

Depreciation and amortization 37,589 32,903 37,453

Accretion of discount on investments ( 1,975 ) ( 3,240 ) ( 2,828 )

Reduction in the carrying amount of right-of-use assets 6,880 6,803 7,389

Stock-based compensation expense 38,576 39,763 38,616

Deferred income tax benefit ( 13,355 ) ( 12,100 ) ( 6,343 )

Gain on sale of business ( 20,581 ) ( 72,953 ) —

Deferred income tax provision (benefit) 1,927 ( 13,355 ) ( 12,100 )

Gain on sale of business and assets ( 103 ) ( 20,581 ) ( 72,953 )

Provision for excess and obsolete inventories 14,853 12,342 15,003

Acquired inventory step-up amortization — — 501

Loss on disposal of long-lived assets — — 296

Non-cash restructuring charges 2,119 428 —

Loss from equity investment

Foreign currency transaction losses 2,110 1,509 2,282

15 unchanged sentences

Acquisition of business, net of cash acquired ( 20,580 ) — —

Proceeds from sale of business 21,585 101,785 —

Proceeds from sale of business and assets 103 21,585 101,785

Purchase of equity investment

( 67,156 ) — —

Purchase of promissory note receivable — ( 1,500 ) —

4 unchanged sentences

Proceeds from issuances of common stock 26,119 9,748 8,822

Purchase of common stock through stock repurchase program ( 53,302 ) ( 19,801 ) ( 82,328 )

Purchase of common stock through stock repurchase program, including excise tax paid ( 26,244 ) ( 53,302 ) ( 19,801 )

Tax withholdings related to net share settlements of equity awards ( 12,402 ) ( 19,983 ) ( 10,687 )

34 unchanged sentences

Beaverton, Oregon;

Boulder, Colorado;

and Woburn, Massachusetts, all in the United States;

Munich and Thiendorf, Germany, and sales, service and support operations are located in the United States, Germany, France, Italy, South Korea, Japan, Taiwan, and Singapore.

and Boulder, Colorado, all in the United States;

Munich, Thiendorf, and Karlsruhe, Germany, and sales, service and support operations are located in the United States, Germany, France, Italy, South Korea, Japan, Taiwan, and Singapore.

We also have smaller manufacturing operations in Yokohama, Japan.

Our fiscal year ends on the last Saturday in December.

The fiscal years ended on December 28, 2024, December 30, 2023 and December 31, 2022 consisted of 52 weeks, 52 weeks, and 53 weeks, respectively.

The first three fiscal quarters in our fiscal year ended December 31, 2022 contained 13 weeks, and the fourth fiscal quarter contained 14 weeks.

The fiscal years ended on December 27, 2025, December 28, 2024 and December 30, 2023 each consisted of 52 weeks.

Note 2— Summary of Significant Accounting Policies

53 unchanged sentences

Balance at beginning of year $ 4 $ 501 $ 168

Charges (reversals) to costs and expenses 20 333 ( 27 )

Charges to costs and expenses 38 20 333

Write-offs ( 13 ) ( 517 ) —

17 unchanged sentences

Restricted Cash

Restricted cash is comprised primarily of funds held in escrow as required by the divestiture of our China Operations and funds held by our foreign subsidiaries for employee obligations, office leases, environmental remediation, temporary customs import permits, and customer deposits.

Restricted cash is comprised primarily of funds held by our foreign subsidiaries for employee obligations, office leases, environmental remediation, and temporary customs import permits.

Property, Plant, and Equipment

14 unchanged sentences

Operating leases are included in Operating lease, right-of-use-assets, Operating lease liabilities, and Long-term operating lease liabilities in our Consolidated Balance Sheets.

Equity Investment

The Company accounts for an investment under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee.

The investment in the equity-method investee is included within Equity investment in our Consolidated Balance Sheets with our proportional share of the earnings or losses as reported by the equity-method investee within Loss from equity investment in our Consolidated Statements of Income.

As results are not available in time to be recorded in the concurrent period, we report our share of the earnings or losses on a one quarter lag.

The Company regularly evaluates the investment, which is not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 $ 67.2 million equity 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.

During the year ended December 27, 2025, we recorded a loss of $ 2.0 million, from our equity share of the HoldCo using lag reporting.

As of December 27, 2025, the carrying value of our investment was $ 64.1 million, and we had a $ 7.5 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 for the year ended December 27, 2025 was $ 10.3 million.

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed.

3 unchanged sentences

If the fair value of a reporting unit exceeds the carrying amount, goodwill of the reporting unit is not considered impaired.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We evaluate impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test.

23 unchanged sentences

accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset;

current period cash flow or operating losses combined with a history of losses or a

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

forecast of continuing losses associated with the use of the asset;

and current expectation that the asset will more likely than not be sold or disposed of before the end of its estimated useful life.

10 unchanged sentences

We market and sell our products to a relatively narrow base of customers and generally do not require collateral.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following customers represented 10% or more of our revenues:

2 unchanged sentences

SK hynix Inc.

22.9 % 18.9 % *

Intel Corporation * 14.6 % 17.1 %

* Less than 10% of revenues.

At December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.

At December 27, 2025, two customers accounted for 15.8 % and 10.8 % of gross accounts receivable.

At December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.

No other customers accounted for 10% or more of gross accounts receivable for these fiscal period ends.

9 unchanged sentences

We have presented the proceeds from the Grant as cash provided by operating activities within our Consolidated Statements of Cash Flows as the Grant is to offset operations.

No amounts were recognized as an offset to expenses in fiscal 2024 and 2023 and the full grant remains deferred.

No amounts were recognized as an offset to expenses in fiscal 2025, 2024 or 2023, and the full grant remains deferred.

Advanced Manufacturing Investment Credit:

1 unchanged sentence

The CHIPS Act provides for various incentives and tax credits, among other items, including the Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Among other changes, the OBBBA increased the AMIC rate from 25% to 35% for for qualified investments placed in service after December 31, 2025.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company expects to receive refundable federal investment tax credits through the CHIPS Act in connection with ongoing expansion projects.

16 unchanged sentences

however, control of our product is typically transferred to the customer at the point in time the product is either shipped or delivered, depending on the terms of the arrangement, as the criteria for over time recognition is not met.

In limited circumstances, substantive acceptance by the customer exists which

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

results in the deferral of revenue until acceptance is formally received from the customer.

In limited circumstances, substantive acceptance by the customer exists which results in the deferral of revenue until acceptance is formally received from the customer.

Judgment may be required in determining if the acceptance clause is substantive.

19 unchanged sentences

Accounts receivable is recorded at the invoiced amount, net of an allowance for credit losses.

A receivable is recognized in the period we deliver goods or provide services or when our right to consideration is unconditional.

A receivable is recognized in the period we

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

deliver goods or provide services or when our right to consideration is unconditional.

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.

15 unchanged sentences

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.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We provide for the estimated cost of product warranties at the time revenue is recognized.

18 unchanged sentences

In evaluating the ability to recover deferred tax assets, we consider all available positive and negative evidence giving greater weight to our recent cumulative income, our historical ability to utilize net operating losses in recent years, and our forecast of future taxable income, including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We recognize and measure uncertain tax positions taken or expected to be taken in a tax return if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

16 unchanged sentences

The fair value of Performance RSUs (“PRSU”) is based on certain market performance criteria and is measured using a Monte Carlo simulation pricing model.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

See Note 13, Stockholders' Equity , and Note 14, Stock-Based Compensation , for additional information.

11 unchanged sentences

December 27, 2025 December 28, 2024

Unrealized losses on available-for-sale marketable securities and other investments $ ( 295 ) $ ( 727 )

Unrealized gains (losses) on available-for-sale marketable securities and other investments $ 110 $ ( 295 )

Translation adjustments ( 5,060 ) ( 11,429 )

1 unchanged sentence

Accumulated other comprehensive loss $ ( 3,528 ) $ ( 10,840 )

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3— Balance Sheet Components

1 unchanged sentence

Marketable securities consisted of the following (in thousands):

December 28, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

December 27, 2025 Amortized

treasuries $ 76,397 $ 229 $ — $ 76,626

14 unchanged sentences

As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss.

We anticipate

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recovering the full cost of the securities either as market conditions improve or as the securities mature.

We anticipate recovering the full cost of the securities either as market conditions improve or as the securities mature.

Accordingly, we believe that the unrealized losses are not as a result of a credit loss.

13 unchanged sentences

$ 110,884 $ 101,676

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property, Plant and Equipment, net

21 unchanged sentences

$ 47,535 $ 43,742

Note 4— Acquisition

On December 15, 2025, we acquired 100 % of the shares of Keystone Photonics for total consideration of $ 20.6 million, net of cash acquired of $ 1.7 million.

Keystone Photonics provides optical probing technology used in the testing of silicon photonics (“SiPh”) and co‑packaged optics devices.

The acquisition expands the Company’s testing capabilities in these areas and supports customers as SiPh and co‑packaged optics technologies transition from development into high‑volume manufacturing, including applications related to artificial intelligence infrastructure.

The acquisition was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date.

The fair values assigned to assets acquired and liabilities assumed are still preliminary as we continue to gather the necessary information to perform our fair value estimates and provisional amounts.

Provisional amounts include items related to intangibles.

Goodwill represents the excess of purchase price over the fair value assigned to the assets acquired and liabilities assumed and is allocated to the systems reporting unit within the Systems reportable segment.

The identified intangible asset, developed technology, has a preliminary useful life of ten years .

Our Consolidated Statements of Income include the financial results of Keystone Photonics subsequent to the acquisition date of December 15, 2025.

Revenue in fiscal 2025 related to Keystone Photonics subsequent to the acquisition date that was included in our Consolidated Statements of Income was not material.

We have not presented unaudited combined pro forma financial information as the Keystone Photonics acquisition was not significant to our consolidated results of operations and financial position.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4— Acquisition

On June 9, 2022 we acquired the assets of the dilution refrigerator product line of American ULT Cryogenics, formerly d/b/a JanisULT (“Woburn”), for total consideration of $ 3.4 million.

This acquisition added cryogen-free dilution refrigerators capable of cooling to sub-10 millikelvin to our product portfolio, which is required for operation of superconducting quantum computers.

The acquisition price was allocated to the tangible and identified intangible assets acquired and liabilities assumed as of the closing date of the acquisition based upon their respective fair values.

The fair values assigned to assets acquired and liabilities assumed were based on management’s assumptions as of the reporting date.

Goodwill represents the excess of purchase price over the fair value assigned to the assets acquired and liabilities assumed and is allocated to the HPD reporting unit within the Systems reportable segment.

The identified intangible asset, developed technology, has a useful life of three years .

The fair value of assets acquired, including goodwill and intangibles, and liabilities assumed for the purchase are as follows (in thousands):

Accounts receivable $ 178

Inventories 7,041

The following table summarizes the preliminary purchase price allocation, which may be adjusted as we finalize our fair value estimates and provisional amounts (in thousands):

Cash and cash equivalents $ 1,674

Other current assets 728

Property, plant and equipment 518

Prepaid expenses and other assets 117

Other asset 28

Operating lease, right-of-use-assets 888

Other non-current assets 19

Tangible assets acquired 3,827

Deferred revenue ( 5,513 )

Accounts payable and accrued liabilities ( 1,650 )

Operating lease liabilities ( 888 )

Deferred tax liabilities ( 2,471 )

Total net tangible assets acquired and liabilities assumed ( 1,182 )

Intangible assets 8,385

Goodwill 15,050

Net assets acquired $ 22,253

71 unchanged sentences

Term loan less issuance costs $ 12,208 $ 13,314

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

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 LIBOR with 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 0.1145 %, plus 1.75 % per annum.

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

The interest rate at December 28, 2024 was 6.42 % before consideration of the interest rate swap.

On March 17, 2020, we entered into an interest rate swap agreement with Union Bank to hedge the interest payments on the Building Term Loan for the notional amount of $ 18.0 million.

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 of 2.75 %.

As of December 28, 2024, the notional amount of the loan that is subject to this interest rate swap was $ 13.4 million.

See Note 9, Fair Value , for additional information.

The obligations under the Building Term Loan are guaranteed by a deed of trust covering certain real property and improvements and certain personal property used in connection therewith.

The deed of trust creates a first priority lien or encumbrance on the property with only such exceptions as may be approved by Union Bank in writing.

The Building Term Loan contains covenants customary for financing of this type.

As of December 28, 2024, the balance outstanding pursuant to the Building Term Loan was $ 13.4 million.

Revolving Credit Agreement

On July 29, 2025, we entered into a Revolving Credit Agreement (the “Revolver”) 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 matures on July 29, 2030 and may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Revolver.

No amounts were outstanding under the Facility as of December 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 (“term SOFR”), (ii) a base rate set forth in the Revolver, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on our leverage ratio.

Voluntary prepayments may be made without penalty, subject to certain notice requirements and minimum prepayment and reduction thresholds.

The Facility is also subject to a quarterly commitment fee ranging from 0.15 % to 0.25 % per annum, applied to the daily amount by which the committed amount exceed the borrowings outstanding.

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

The Revolver contains customary representations and warranties, and affirmative and negative covenants, and events of default, including limitations on subsidiary indebtedness and liens, we well as requirements to maintain specified financial ratios.

These financial covenants include a 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, which may increase to 4.00 to 1.00 for four fiscal 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”).

Proceeds from the Building Term Loan were used to acquire a building adjacent to our leased facilities in Livermore,

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Future principal and interest payments on our term loans as of December 28, 2024, based on the interest rate in effect at that date were as follows (in thousands):

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

The Building Term Loan bears interest at a rate equal to the applicable SOFR rate, plus 1.86 % per annum, with interest payable in monthly installments over the fifteen-year term.

The interest rate as of December 27, 2025 prior to the effect of the related interest rate swap was 5.74 %.

As of December 27, 2025, the outstanding principal balance under the Building Term Loan was $ 12.3 million.

On March 17, 2020, we entered into an interest rate swap agreement to hedge the variable interest payments on the Building Term Loan.

The swap was originally executed for a notional amount of $ 18.0 million, with an amortization period that matches the underlying debt.

The interest rate swap was intended to mitigate our exposure to variability in interest rates associated with movements in LIBOR.

On May 19, 2023, we amended the interest rate swap to replace LIBOR with SOFR, consistent with the amendment to the Building Term Loan.

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

As of December 27, 2025, the notional amount of the loan that is subject to this interest rate swap is $ 12.3 million.

See Note 10, Fair Value , for additional information.

Future principal and interest payments on our term loan and Revolver as of December 27, 2025, based on the interest rate in effect at that date were as follows (in thousands):

Payments Due In Fiscal Year

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683 615 548 477 400 845 3,568

Revolver - commitment fee (2)

228 228 232 228 131 — 1,047

$ 2,053 $ 2,018 $ 1,988 $ 1,947 $ 1,809 $ 7,058 $ 16,873

(1) Represents our minimum interest payment commitment at 5.74 % per annum, excluding the interest rate swap described above.

(2) Represents our quarterly commitment fee of 0.15 % on the daily amount by which the commitments under the Facility exceed the outstanding amount.

This commitment assumes no borrowings.

Note 7— Restructuring Charges

During fiscal 2025, the Company executed on multiple restructuring initiatives intended to improve operational efficiency and streamline operations.

These actions included the consolidation of certain sites within our Systems and Probe Cards segments.

As a result of these initiatives, the Company incurred personnel‑related costs primarily associated with the severance of employees and recognized non‑cash charges related to the impairment of certain property and equipment no longer in use.

We recognized restructuring plan charges of approximately $ 5.7 million for the year ended December 27, 2025, with $ 2.8 million within the Probe Cards Segment, $ 1.8 million within the Systems segment, and $ 1.1 million within Corporate.

The Company recognized total 2025 restructuring charges of $ 3.0 million for severance and employee-related costs and $ 2.7 million for property and equipment impairments and other asset related costs.

Total restructuring charges included in our Consolidated Statements of Income were as follows (in thousands):

Fiscal Year Ended

December 27, 2025 December 28, 2024 December 30, 2023

Cost of revenues $ 1,768 $ 639 $ 357

Research and development 277 137 291

Selling, general and administrative 3,624 147 1,187

$ 5,669 $ 923 $ 1,835

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8— Leases

Our operating lease, right-of-use assets relate to real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for our corporate headquarters located in Livermore, California.

Our leases have remaining terms of one to ten , and some leases include options to extend up to twenty years .

Our leases have remaining terms of one to nine , and some leases include options to extend up to twenty years .

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 at December 28, 2024 and the weighted-average discount rate was 4.72 %.

The weighted-average remaining lease term for our operating leases was three years at December 27, 2025 and the weighted-average discount rate was 4.99 %.

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

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Under this program, our strategy is to have increases or decreases in our foreign currency exposures mitigated by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with foreign currency transaction gains or losses.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We do not use derivative financial instruments for speculative or trading purposes.

For accounting purposes, certain of our foreign currency forward contracts are not designated as hedging instruments and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Consolidated Balance Sheets with changes in fair value recorded within Other income (expense), net in our Consolidated Statements of Income for both realized and unrealized gains and losses.

Certain of our foreign currency forward contracts are designated as cash flow hedges, and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Consolidated Statements of Income as the impact of the hedge transaction.

At December 28, 2024, we expect to reclassify $ 1.1 million of the amount accumulated in other comprehensive loss to earnings during the next 12 months, due to the recognition in earnings of the hedged forecasted transactions.

Certain of our foreign currency forward contracts have been designated as cash flow hedges, and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Consolidated Statements of Income as the impact of the hedge transaction.

At December 27, 2025, we have no foreign currency forward contracts that are designated as hedging instruments outstanding.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 December 28, 2024 will mature by the fourth quarter of fiscal 2025.

All of our foreign exchange derivative contracts outstanding at December 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 December 27, 2025 (in thousands):

Currency Contract Position Contract Amount (Local Currency) Contract Amount (U.S.

Euro Buy 31,463 $ 34,149

Euro Sell 8,288 9,764

Japanese Yen Sell 4,074,044 26,077

17 unchanged sentences

Selling, general and administrative 80

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Interest Rate Swaps

During fiscal 2020, we entered into an interest rate swap agreement with Union Bank to hedge the interest payments on the Building Term Loan for the notional amount of $ 18.0 million.

During fiscal 2020, we entered into an interest rate swap agreement with Union Bank, succeeded by U.S.

Bank National Association to hedge the interest payments on the Building Term Loan for the notional amount of $ 18.0 million.

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

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See Note 6, Debt , for additional information.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For accounting purposes, the interest-rate swap contracts qualify for and are designated as cash flow hedges.

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The impact of the interest rate swaps on the Consolidated Statements of Income was as follows (in thousands):

Amount of Gain Recognized in AOCL on Derivative (Effective Portion) Location of Gain Reclassified from AOCL into Income (Effective Portion) Amount of Gain Reclassified from AOCL into Income (Effective Portion)

Amount of Gain (Loss) Recognized in AOCL on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion) Amount of Gain Reclassified from AOCL into Income (Effective Portion)

Fiscal 2025 $ ( 169 ) Other income (expense), net $ 435

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

Broker pricing

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

In addition, all of our investments have a sufficient level of trading volume to demonstrate that the fair value is appropriate.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets and liabilities Measured at Fair Value on a Recurring Basis

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Money market funds $ 62,017 $ — $ — $ 62,017

Commercial paper — 500 — 500

62,017 500 — 62,517

Marketable securities:

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Total assets $ 138,643 $ 97,138 $ 1,522 $ 237,303

Foreign exchange derivative contracts $ — $ ( 1,141 ) $ — $ ( 1,141 )

Total liabilities $ — $ ( 1,141 ) $ — $ ( 1,141 )

December 28, 2024 Level 1 Level 2 Level 3 Total

1 unchanged sentence

Money market funds $ 131,519 $ — $ — $ 131,519

treasuries 4,581 — — 4,581

115,561 — — 115,561

Marketable securities:

4 unchanged sentences

71,252 98,043 — 169,295

Foreign exchange derivative contracts — 284 — 284

Promissory note receivable — — 1,512 1,512

Interest rate swap derivative contracts — 2,025 — 2,025

3 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We measure and report our non-financial assets such as Property, plant and equipment, 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.

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 or investment.

Other than as discussed in Note 4, Acquisition, there were no assets or liabilities measured at fair value on a non-recurring basis during fiscal 2025, 2024 or 2023.

5 unchanged sentences

Goodwill, as of December 30, 2023 $ 178,424 $ 22,666 $ 201,090

Reduction - FRT divestiture — ( 10,660 ) ( 10,660 )

Reduction - China divestiture ( 1,055 ) ( 62 ) ( 1,117 )

Foreign currency translation — ( 802 ) ( 802 )

Goodwill, as of December 28, 2024 177,369 21,802 199,171

Reduction - China divestiture ( 1,055 ) ( 62 ) ( 1,117 )

Acquisition - Keystone — 15,050 15,050

Foreign currency translation — 1,808 1,808

7 unchanged sentences

Customer relationships 48,249 48,249 — 47,831 47,241 590

In-process research and development — — — 400 — 400

$ 225,308 $ 209,006 $ 16,302 $ 214,927 $ 204,572 $ 10,355

During fiscal 2024, $ 0.4 million of in-process research and development assets were transferred to definite-lived intangible assets.

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

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See Note 8, Leases .

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Government Assistance

In January 2023, we received a $ 18.0 million Grant from the California Governor’s Office of Business and Economic Development.

The Grant requires us to create and maintain full-time jobs and make significant infrastructure investments within California over a 5-year term.

The Grant requires us to create and maintain full-time jobs and make significant infrastructure investments

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

within California over a 5-year term.

If we do not meet the requirements of the Grant, we will be required to repay all or a portion of the Grant.

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No dividends have been declared or paid as of December 27, 2025.

Common Stock Repurchase Programs

On May 20, 2022, our Board of Directors authorized a two-year program to repurchase up to $ 75 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs.

During fiscal 2022 and 2023, we repurchased and retired 1,700,893 shares of common stock for $ 56.4 million and 504,352 shares of common stock for $ 18.6 million, respectively, utilizing all of the shares available for repurchase under the program.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Common Stock Repurchase Programs

On October 26, 2020, our Board of Directors authorized a two-year program to repurchase up to $ 50 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation programs.

On October 30, 2023, our Board of Directors authorized a two-year program to repurchase up to $ 75 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs.

During fiscal 2023 and 2024, we purchased and retired 32,020 shares of common stock for $ 1.2 million and 1,309,635 shares of common stock for $ 53.3 million, respectively.

On March 29, 2025, our Board of Directors approved an increase to the repurchase program, authorizing the repurchase of an additional $ 1.6 million in shares of common stock.

During fiscal 2025, we repurchased and retired 665,000 shares of common stock for $ 22.1 million, utilizing the remaining shares available for repurchase under the program.

During fiscal 2022 and 2023, we repurchased and retired 1,700,893 shares of common stock for $ 56.4 million and 504,352 shares of common stock for $ 18.6 million, respectively, utilizing the remaining shares available for repurchase under the program.

On October 30, 2023, our Board of Directors authorized an additional program to repurchase up to $ 75 million of outstanding common stock, also with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs.

This share repurchase program will expire on October 30, 2025.

During fiscal 2023 and 2024, we repurchased and retired 32,020 shares of common stock for $ 1.2 million and 1,309,635 shares of common stock for $ 53.3 million, respectively, and as of December 28, 2024 $ 20.5 million remained available for future repurchases.

On April 24, 2025, our Board of Directors authorized a new two-year program to repurchase up to $ 75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs.

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

During fiscal 2025, we repurchased and retired 135,000 shares of common stock for $ 4.1 million, and as of December 27, 2025, $ 70.9 million remained available for future repurchases.

Private Placement

On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of our common stock in a private placement for $ 44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.

Equity Incentive Plan

15 unchanged sentences

The performance criteria are based on a metric called Total Shareholder Return (“TSR”) for the performance period of three years , relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies) as of a specific date.

Of the 197,128 PRSUs granted in fiscal 2021, 56,685 shares were forfeited during the requisite service period, resulting in 140,443 shares vesting in 2024.

These shares achieved 146 % TSR performance, which resulted in an additional 64,525 shares issued in fiscal 2024 in excess of the target number of units related to the fiscal 2021 PRSU grant.

Of the 204,903 PRSUs granted in fiscal 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 grants.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

PRSU grant activity was as follows:

1 unchanged sentence

December 27, 2025 December 28, 2024 December 30, 2023

Grant Date August 5, 2024 August 7, 2023 August 1, 2022

Grant Dates August 6 and November 6, 2025 August 5, 2024 August 7, 2023

Performance period July 1, 2025 - June 30, 2028 July 1, 2024 - June 30, 2027 July 1, 2023 - June 30, 2026

Number of shares 177,168 125,496 172,680

TSR as-of date August 5, 2024 August 7, 2023 August 1, 2022

TSR as-of date August 6 and November 6, 2025 August 5, 2024 August 7, 2023

Stock-based compensation $ 6.6 million $ 6.2 million $ 8.6 million

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Stock Purchase Plan

22 unchanged sentences

Stock-based compensation tax benefit (expense) $ ( 850 ) $ 2,833 $ ( 1,424 )

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unrecognized Stock-Based Compensation Expense

5 unchanged sentences

Total unrecognized stock-based compensation expense $ 52,278 2.0

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Valuation Assumptions

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Expected volatility 54.0 % - 55.2 %

50.8 % 50.7 %

Risk-free interest rate 3.5 % - 3.6 %

20 unchanged sentences

$ 69,391 $ 79,412 $ 89,267

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Provision for Income Taxes

13 unchanged sentences

Total provision for income taxes:

Federal 7,284 4,242 ( 1,840 )

State ( 10 ) ( 103 ) 505

Foreign 5,730 5,659 8,215

$ 13,004 $ 9,798 $ 6,880

FORMFACTOR, INC.

1 unchanged sentence

Tax Rate Reconciliation

The following is a reconciliation of the difference between income taxes computed by applying the federal statutory rate of 21% and the provision from income taxes (in thousands):

The following is a reconciliation of the difference between income taxes computed by applying the federal statutory rate of 21% and the provision from income taxes for fiscal 2025, 2024, and 2023 (dollars in thousands):

Fiscal Year Ended

December 27, 2025 December 28, 2024 December 30, 2023

statutory federal tax rate $ 16,676 $ 18,746 $ 12,153

Amount Percent Amount Percent

statutory federal tax $ 14,572 21.0 % $ 16,676 21.0 % $ 18,746 21.0 %

State taxes and credits, net of federal benefit (1)

Amortization of stock-based compensation ( 2,833 ) 1,424 ( 2,772 )

Tax credits ( 12,890 ) ( 13,368 ) ( 8,264 )

( 1,457 ) ( 2.1 ) ( 1,309 ) ( 1.6 ) ( 891 ) ( 1.0 )

Foreign tax effects:

Foreign taxes at rates different than the U.S.

1,657 2.4 1,099 1.4 8,615 9.7

Other permanent differences 2,532 1,010 1,964

Reversal of book gain on China Sale ( 3,476 ) — —

Foreign gain exclusion — — — — ( 21,568 ) ( 24.2 )

— ( 21,567 ) —

Other ( 274 ) ( 0.4 ) 800 1.0 24 —

Reversal of book gain/loss on China Sale — — 1,072 1.4 — —

Foreign Tax on China Sale — — 2,395 3.0 — —

Other — — ( 129 ) ( 0.2 ) 21 —

Other foreign jurisdictions 405 0.6 281 0.4 657 0.8

Effects of cross-border tax laws:

Global intangible low-taxed income — — 660 0.8 4,783 5.4

Foreign-derived intangible income ( 1,515 ) ( 2.2 ) ( 3,774 ) ( 4.8 ) ( 2,986 ) ( 3.3 )

Foreign tax on the divestiture of the China operations 2,395 — —

Change in valuation allowance 2,074 2,569 2,597

Tax contingencies, net of reversals 3,661 4,259 3,124

Other ( 18 ) — ( 26 ) — ( 19 ) —

Research tax credits ( 5,858 ) ( 8.3 ) ( 4,857 ) ( 6.1 ) ( 7,406 ) ( 8.3 )

Other credits ( 240 ) ( 0.3 ) ( 241 ) ( 0.3 ) ( 306 ) ( 0.3 )

Changes in valuation allowance ( 160 ) ( 0.2 ) ( 196 ) ( 0.2 ) 181 0.2

Nontaxable or nondeductible items:

Equity compensation 850 1.2 ( 2,833 ) ( 3.6 ) 1,424 1.6

Officer's compensation 964 1.4 2,258 2.8 296 0.3

Reversal of book gain/loss on China sale — — ( 4,790 ) ( 6.0 ) — —

Other 421 0.6 212 0.3 432 0.5

Changes in unrecognized tax benefits

3,745 5.4 2,669 3.4 5,107 5.7

Other adjustments ( 88 ) ( 0.4 ) ( 169 ) ( 0.4 ) ( 230 ) ( 0.4 )

Total $ 13,004 18.7 % $ 9,798 12.3 % $ 6,880 7.7 %

(1) The rate reconciliation includes an exclusion of a portion of the gain on the sale of the FRT business under German tax law.

(1) State taxes in Oregon made up the majority (greater than 50 %) of the tax effect in this category for 2023-2025.

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the year in which the differences are expected to be reversed.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant deferred tax assets and liabilities consisted of the following (in thousands):

12 unchanged sentences

Acquired intangibles and fixed assets ( 1,918 ) ( 445 )

Unrealized investment gains — ( 103 )

Tax on undistributed earnings — ( 169 )

Total deferred tax liabilities ( 4,721 ) ( 4,549 )

Net deferred tax assets $ 87,924 $ 92,012

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We are required to evaluate the realizability of our deferred tax assets in both our U.S.

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are from jurisdictions with current tax treaties, which exempt us from withholding taxes.

Our estimates are provisional and subject to change because of the complexity and variety of assumptions necessary to compute the tax.

Our estimates are provisional and subject to further analysis.

Unrecognized Tax Benefits

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Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense in the period incurred.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reflects changes in the unrecognized tax benefits (in thousands):

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Unrecognized tax benefit, ending balance $ 51,988 $ 48,364 $ 45,574

Interest and penalties recognized as a component of provision for income taxes $ 205 $ 34 $ 30

Interest and penalties recognized as a component of provision (benefit) for income taxes

$ 728 $ 205 $ 34

Interest and penalties accrued at period end 997 269 63

4 unchanged sentences

Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire.

As of December 28, 2024, changes to our uncertain tax positions in the next 12 months that are reasonably possible are not expected to have a significant impact on our financial position or results of operations.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 27, 2025, our tax years 2022 through 2025, 2021 through 2025 and 2020 through 2025, remain open for examination in the federal, state and foreign jurisdictions, respectively.

However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the net operating loss and credit carryforward amounts.

Cash Taxes Paid

Income taxes paid, net of refunds received, by jurisdiction are as follows (in thousands):

Fiscal Year Ended

December 27, 2025 December 28, 2024 December 30, 2023

$ 1,859 $ 2,246 $ 4,184

Domestic state and local

Oregon * 1,229 *

Other 605 339 304

Germany - Federal 3,093 4,332 7,152

Germany - Thiendorf

2,149 3,911 3,087

Germany - Bergisch Gladbach

China * 2,120 *

Other 1,226 1,407 893

Total $ 8,932 $ 15,584 $ 17,385

* The amount of income taxes paid during the year does not meet the five percent disaggregation threshold.

Note 16— Employee Benefit Plans

We have an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code.

The plan is designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and provide for annual discretionary employer contributions.

The plan is designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis and

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

provide for annual discretionary employer contributions.

The total charge to net income under the 401(k) plan for fiscal 2025, 2024 and 2023 aggregated to $ 2.7 million, $ 2.6 million and $ 2.3 million, respectively.

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General and administrative 62,866

Gain on sale of business 20,581

Factory start-up costs 3,025

Operating income 57,070

2 unchanged sentences

Other income (expense), net 2,202

Income before income taxes $ 79,412

Income before income taxes and equity investment $ 69,391

FORMFACTOR, INC.

15 unchanged sentences

Other income (expense), net 939

Income before income taxes $ 89,267

Income before income taxes and equity investment $ 79,412

Probe Cards Systems Corporate and Other Total

8 unchanged sentences

General and administrative 57,870

Gain on sale of business 72,953

Operating income 82,756

2 unchanged sentences

Other income (expense), net ( 285 )

Income before income taxes $ 57,870

Income before income taxes and equity investment $ 89,267

Corporate and Other includes unallocated expenses relating to amortization of stock-based compensation expense, intangible assets, acquisition-related costs, including charges related to inventory and 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.

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South Korea 30.3 % 24.2 % 17.8 %

United States 24.1 25.9 17.1

Taiwan 25.8 22.7 22.3

United States 19.4 24.1 25.9

China 7.4 13.5 13.8

Europe 4.6 5.9 5.2

Japan 5.5 4.4 5.5

Singapore 4.2 2.6 2.8

Europe 3.7 4.6 5.9

Malaysia 2.4 2.4 4.0

23 unchanged sentences

Note 18— Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .” The ASU includes requirements that an entity disclose the title of the CODM and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit.

The standard also permits disclosure of additional

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

” The ASU includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate.

FORMFACTOR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

measures of segment profit.

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.

standard also requires that entities disclose income before income taxes and provision for income taxes disaggregated between domestic and foreign.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments outlined in this ASU prospectively by providing the revised disclosures for the current period and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

We adopted the new standard effective December 27, 2025.

As a result, we have enhanced our segment disclosures to include the presentation of cost of revenues, Research and development, Selling, and Marketing expenses by segment.

The adoption of this ASU affects only our disclosures, with no impacts to our financial condition and results of operations.

See Note 16, Segments and Geographic Information, for the additional information.

As a result, we have enhanced our income tax disclosures retrospectively by reconciling the U.S.

federal statutory tax amount and rate to our actual global effective amounts and rates.

See Note 15, Income Taxes , for additional information.

Pending Adoption

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

In November 2024, the FASB issued ASU No.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .” This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.

Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

Disaggregation of Income Statement Expenses .” This ASU requires an entity to disclose, in tabular format, in the notes to the financial statements, specific information about certain costs and expenses.

Although the ASU does not change the expense captions an entity presents on the face of the income statement, it requires disaggregation of certain expense captions into specified categories.

The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

While this ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating when we will adopt the ASU.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The standard also requires that entities disclose income before income taxes and provision for income taxes disaggregated between domestic and foreign.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 27, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

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.

This ASU will impact only our disclosures and not our financial condition and results of operations.

We are currently evaluating the effect the adoption of this ASU may have on our disclosures.

Note 19— Subsequent Events

Advantest Private Placement

On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of FormFactor's common stock in a private placement for $ 44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.

FICT Equity Investment

On February 21, 2025, we, together with MBK Partners, a private equity firm, acquired FICT Limited (“FICT”) from Advantage Partners Inc.

In connection with the acquisition, we obtained a 20 % equity interest in FICT, in exchange for funding $ 59.6 million of the purchase price.

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.

Under the equity method, upon closing this investment, the investment will be included as a separate item in our Consolidated Balance Sheets and we will record our proportionate share of FICT’s net income or loss as a separate item in our Consolidated Statements of Operations.

On January 5, 2026, we adopted restructuring plans that are intended to better align our cost structure and support gross margin improvement to the Company’s target financial model, while also aligning manufacturing capabilities with current and anticipated business needs and the Company's strategic priorities.

As part of this restructuring plan, the Company is consolidating the manufacturing facilities located in Carlsbad, California and Baldwin Park, California, to other manufacturing facilities.

The restructuring plans are expected to result in the Company recording restructuring charges in the aggregate amount of approximately $ 30 million to $ 40 million, estimated to be comprised primarily of $ 20 million to $ 25 million of cost related to impairment of leasehold improvements, facility exits, and other costs, $ 9 million to $ 13 million of severance, retention and other employee-related costs to sever or retain approximately 200 to 300 employees, and $ 1 million to $ 2 million in contract and lease termination costs.

Of these amounts, the Company expects the majority of the charges to be incurred in fiscal 2026.

The Company expects approximately $ 10 million to $ 15 million of the charges will result in future cash expenditures and approximately $ 20 million to $ 25 million in non-cash charges.

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What changed 10-K

Item 9A. Controls and Procedures