What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 140 added, 255 removed, 456 unchanged (46% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 27,

2026 December 27,

13 unchanged sentences

Goodwill 215,412 216,029

Intangibles, net 8,385 10,355

Intangible assets, net 15,482 16,302

Deferred tax assets 90,632 89,524

10 unchanged sentences

Long-term debt, less current portion, net of unamortized issuance costs 10,782 11,071

Deferred tax liabilities 1,568 1,600

Long-term operating lease liabilities 11,638 12,488

7 unchanged sentences

Additional paid-in capital 870,689 863,547

Accumulated other comprehensive income (loss) 48 ( 10,840 )

Accumulated other comprehensive loss ( 7,658 ) ( 3,528 )

Accumulated income 195,690 175,306

5 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Revenues $ 226,144 $ 171,356

6 unchanged sentences

Total operating expenses 70,146 61,254

Gain on sale of business — — — 20,581

Operating income 16,648 3,269

Interest income, net 2,174 3,317

Other income (expense), net

444 ( 558 ) 1,328 322

Other income, net

Income before income taxes and equity investment

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

Provision for income taxes 396 1,075

Loss (income) from equity investment

( 1,168 ) — 2,316 —

Income from equity investment

Net income $ 20,384 $ 6,401

9 unchanged sentences

(In thousands)

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Net income $ 20,384 $ 6,401

1 unchanged sentence

Foreign currency translation adjustments ( 3,479 ) 3,339

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 )

Unrealized gains (losses) on available-for-sale marketable securities ( 699 ) 370

Unrealized gains on derivative instruments 48 1,094

Other comprehensive income (loss), net of tax:

8 unchanged sentences

Comprehensive

Income (Loss) Accumulated

Three Months Ended September 27, 2025

Balances, June 28, 2025

Three Months Ended March 28, 2026

Balances, December 27, 2025

77,647,935 $ 78 $ 863,547 $ ( 3,528 ) $ 175,306 $ 1,035,403

1 unchanged sentence

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 129,935 — ( 6,751 ) — — ( 6,751 )

Purchase and retirement of common stock through repurchase program ( 60,000 ) — ( 1,559 ) — — ( 1,559 )

Stock-based compensation — — 8,057 — — 8,057

1 unchanged sentence

Net income — — — — 20,384 20,384

Balances, September 27, 2025

Balances, March 28, 2026

77,954,440 $ 78 $ 870,689 $ ( 7,658 ) $ 195,690 $ 1,058,799

Nine Months Ended September 27, 2025

Three Months Ended March 29, 2025

Balances, December 28, 2024 77,114,633 $ 77 $ 837,586 $ ( 10,840 ) $ 120,945 $ 947,768

77,114,633 $ 77 $ 837,586 $ ( 10,840 ) $ 120,945 $ 947,768

Issuance of common stock under the Employee Stock Purchase Plan 197,051 — 6,576 — — 6,576

1 unchanged sentence

Issuance of common stock pursuant to private placement

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

Stock-based compensation — — 28,474 — — 28,474

Other comprehensive income — — — 10,888 — 10,888

Net income — — — — 31,143 31,143

Balances, September 27, 2025

334,971 — 15,000 — — 15,000

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 )

Purchase and retirement of common stock through repurchase program ( 665,000 ) — ( 22,207 ) — — ( 22,207 )

2 unchanged sentences

Net income — — — — 6,401 6,401

Balances, September 28, 2024

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

Nine Months Ended September 28, 2024

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

Issuance of common stock under the Employee Stock Purchase Plan 340,989 — 9,748 — — 9,748

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 619,780 — ( 17,990 ) — — ( 17,990 )

Purchase and retirement of common stock through repurchase program ( 889,683 ) — ( 37,211 ) — — ( 37,211 )

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

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

Net income — — — — 59,909 59,909

Balances, September 28, 2024

Balances, March 29, 2025

77,075,636 $ 77 $ 844,488 $ ( 6,037 ) $ 127,346 $ 965,874

3 unchanged sentences

(In thousands)

Nine Months Ended

September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Cash flows from operating activities:

7 unchanged sentences

Non-cash restructuring charges 15,994 2,102

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

Loss from equity investment

Income from equity investment

Other adjustments to reconcile net income to net cash provided by operating activities 25 ( 1,024 )

12 unchanged sentences

Acquisition of property, plant and equipment ( 15,192 ) ( 18,584 )

Proceeds from sale of business and assets 103 21,585

Proceeds from sale of assets 76 —

Purchase of equity investment — ( 67,156 )

Purchases of marketable securities ( 37,110 ) ( 26,330 )

Purchase of promissory note receivable — ( 1,500 )

Proceeds from maturities and sales of marketable securities 28,819 27,410

2 unchanged sentences

Proceeds from issuances of common stock 5,836 21,576

Purchase of common stock through stock repurchase program, including excise tax paid ( 26,244 ) ( 37,211 )

Purchase of common stock through stock repurchase program — ( 22,135 )

Tax withholdings related to net share settlements of equity awards ( 6,751 ) ( 2,132 )

9 unchanged sentences

(In thousands)

Nine Months Ended

September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Non-cash investing and financing activities:

21 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 nine months ended September 27, 2025 and September 28, 2024 each contained 39 weeks.

Fiscal 2026 and 2025 each contain 52 weeks and the three months ended March 28, 2026 and March 29, 2025 each contained 13 weeks.

Fiscal 2026 will end on December 26 , 2026.

Significant Accounting Policies

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 $ 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.

This investment is accounted for as an equity method investment, with the income or loss from our pro-rata share of the HoldCo's financial results changing our carrying value of the investment.

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 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 nine months ended September 27, 2025 was $ 2.6 million and $ 7.4 million, respectively.

Our significant accounting policies have not changed during the three months ended March 28, 2026 from those disclosed in our Annual Report on Form 10-K for the year ended December 27, 2025.

New Accounting Pronouncements

4 unchanged sentences

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.

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.

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.

In December 2023, the FASB issued 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.

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 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 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.

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

In the current period, depreciation and amortization were combined into a single line item in the Condensed Consolidated Statement of Cash Flows, and accrued restructuring charges were presented separately from other accrued expenses within Note 6, Accrued Liabilities .

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 Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

SK hynix Inc.

1 unchanged sentence

Intel Corporation * 12.0 %

NVIDIA Corporation 10.2 % *

39.7 % 35.3 %

* Less than 10% of revenues.

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.

At March 28, 2026, two customers accounted for 26.1 % and 13.3 % of gross accounts receivable, compared with 15.8 % and 10.8 % at December 27, 2025.

Note 3 — Inventories, net

1 unchanged sentence

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

September 27,

2026 December 27,

3 unchanged sentences

$ 112,877 $ 110,884

Note 4 — Divestiture

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.

The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):

February 26, 2024

Gross purchase price $ 25,000

Working capital adjustment

Cash transferred to the buyer at closing ( 2,743 )

Direct costs to sell ( 986 )

Fair value of sale consideration, net $ 21,430

The carrying amount of net assets associated with the China operations was approximately $ 1.2 million.

The major classes of assets and liabilities sold consisted of the following (in thousands):

February 26, 2024

Accounts receivable, net $ 1,174

Inventories, net 3,729

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 (“CPO”) devices.

The acquisition expands the Company’s testing capabilities in these areas and supports customers as SiPh and CPO 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.

Certain amounts included in the purchase price allocation remain provisional, primarily related to the identified intangible assets and their related deferred tax impacts, as we continue to obtain information necessary to finalize those fair value estimates.

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.

We do not expect any portion of this goodwill to be deductible for tax purposes.

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

Our Condensed 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 Condensed Consolidated Statements of Income was not material.

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

Total current assets 5,294

Property, plant and equipment, net 1,283

Property, plant and equipment 518

Operating lease, right-of-use-assets 888

Other non-current assets 19

Tangible assets acquired 3,827

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

Other assets 3,029

Total assets $ 10,723

Deferred revenue $ 3,739

Other current liabilities 1,546

Other liabilities 4,283

Total liabilities $ 9,568

As a result of the divestiture, we recognized a pre-tax gain of $ 20.3 million.

We recorded income tax expense associated with the divestiture of approximately $ 3.3 million.

Net assets acquired $ 22,253

Note 5 — Goodwill and Intangible Assets

2 unchanged sentences

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

2 unchanged sentences

Foreign currency translation — ( 617 ) ( 617 )

Goodwill, as of September 27, 2025

Goodwill, as of March 28, 2026

$ 177,369 $ 38,043 $ 215,412

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

We have no t recorded goodwill impairments for the three months ended March 28, 2026.

Intangible assets were as follows (in thousands):

September 27, 2025 December 28, 2024

March 28, 2026 December 27, 2025

Intangible Assets Gross Accumulated

2 unchanged sentences

Existing developed technologies $ 168,748 $ 153,266 $ 15,482 $ 169,165 $ 152,863 $ 16,302

Trade name 7,886 7,883 3 7,736 7,700 36

Customer relationships 48,227 48,178 49 47,831 47,241 590

$ 216,793 $ 208,408 $ 8,385 $ 214,927 $ 204,572 $ 10,355

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

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Cost of revenues $ 650 $ 483

Selling, general and administrative — 191

$ 632 $ 640 $ 1,971 $ 1,920

The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):

4 unchanged sentences

Accrued liabilities consisted of the following (in thousands):

September 27,

2026 December 27,

1 unchanged sentence

Accrued warranty 2,389 2,503

Accrued income and other taxes 2,684 2,969

Accrued employee stock purchase plan contributions withheld 2,098 5,190

Accrued income and other taxes 1,135 3,098

Accrued restructuring charges 2,587 464

Other accrued expenses 2,815 4,785

$ 42,123 $ 47,535

Note 7 — Restructuring Charges

On January 5, 2026, we adopted restructuring plans (the “2026 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 $ 30.0 million to $ 40.0 million, estimated to be comprised primarily of $ 16.5 million to $ 22.0 million of cost related to the impairment and accelerated depreciation of property and equipment, $ 9.0 million to $ 12.5 million of costs relating to employee severance and benefits, $ 1.0 million to $ 2.0 million of impairment and accelerated amortization of right-of-use assets, and other costs totalling $ 3.5 million.

These restructuring charges relate primarily to the Company’s Probe Cards segment, and the Company expects the majority of charges to be incurred in fiscal 2026.

Total restructuring charges included in our Condensed Consolidated Statements of Income for the three months ended March 28, 2026 were as follows (in thousands):

Cost of revenues $ 21,498

Research and development 1,374

Selling, general and administrative 449

Changes to the restructuring accrual in the three months ended March 28, 2026 were as follows (in thousands):

and Benefits Stock-based

Other Costs Total

December 27, 2025 $ 464 $ — $ — $ — $ — $ 464

Restructuring charges 5,614 60 15,701 1,020 926 23,321

Cash payments ( 3,491 ) — — ( 58 ) ( 926 ) ( 4,475 )

Non-cash settlement — ( 60 ) ( 15,701 ) ( 962 ) — ( 16,723 )

March 28, 2026 $ 2,587 $ — $ — $ — $ — $ 2,587

Note 8 — Debt

3 unchanged sentences

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.

No amounts were outstanding under the Facility as of March 28, 2026.

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.

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 commitment fee as of March 28, 2026 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.

5 unchanged sentences

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.

The interest rate at March 28, 2026, before consideration of interest rate swap discussed in the next paragraph, was 5.53 %.

As of March 28, 2026, the balance outstanding pursuant to the Building Term Loan was $ 12.0 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.

2 unchanged sentences

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.

As of March 28, 2026, the notional amount of the loan that is subject to this interest rate swap is $ 12.0 million.

Note 9 — 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 nine months ended September 27, 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 three months ended March 28, 2026 or the year ended December 27, 2025.

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 nine months of fiscal 2025.

The carrying value of debt approximates fair value due to its variable interest rate.

No changes were made to our valuation techniques during the first three months of fiscal 2026.

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):

September 27, 2025 Level 1 Level 2 Level 3 Total

March 28, 2026 Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market funds $ 80,846 $ — $ — $ 80,846

Commercial paper — 2,534 — 2,534

41,239 2,534 — 43,773

Marketable securities:

4 unchanged sentences

82,992 96,750 — 179,742

Foreign exchange derivative contracts — 832 — 832

Promissory note receivable — — 1,526 1,526

Interest rate swap derivative contracts — 1,485 — 1,485

Interest rate swap derivative contract — 1,470 — 1,470

Total assets $ 163,838 $ 98,220 $ 1,526 $ 263,584

2 unchanged sentences

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

Commercial paper — 500 — 500

62,017 500 — 62,517

Marketable securities:

5 unchanged sentences

Promissory note receivable — — 1,522 1,522

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

Interest rate swap derivative contract — 1,422 — 1,422

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

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

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

Cash Equivalents

6 unchanged sentences

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

Unrealized gains and losses were immaterial and were recorded as a component of Accumulated other comprehensive income (loss) in our Condensed Consolidated Balance Sheets.

Unrealized gains and losses were immaterial and were recorded as a component of Accumulated other comprehensive loss in our Condensed Consolidated Balance Sheets.

We did not have any other-than-temporary unrealized gains or losses at either period end included in these financial statements.

4 unchanged sentences

The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt.

Cash settlements, in the form of cash payments or cash receipts, are recognized as a component of interest expense.

Cash settlements, in the form of cash payments or cash receipts,

are recognized as a component of interest expense.

The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows and the fair value of the interest rate swap contracts are recorded within Prepaid expenses and other current assets and Other assets in our Condensed Consolidated Balance Sheets.

5 unchanged sentences

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 Condensed Consolidated Balance Sheets with changes in fair value recorded within Other income (expense), net in our Condensed Consolidated Statement 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 Condensed Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive income (loss) and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Condensed Consolidated Statements of Income as the impact of the hedge transaction.

For accounting purposes, 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 Condensed Consolidated Balance Sheets with changes in fair value recorded within Other income, net in our Condensed Consolidated Statement of Income for both realized and unrealized gains and losses.

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 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):

All of our foreign exchange derivative contracts outstanding at March 28, 2026 will mature by the second quarter of fiscal 2026 .

The following table provides information about our foreign currency forward contracts outstanding as of March 28, 2026 (in thousands):

Currency Contract Position Contract Amount

(Local Currency) Contract Amount

Euro Buy 17,867 $ 20,114

Euro Sell 4,171 4,806

Japanese Yen Sell 3,259,229 20,382

4 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 nine months ended September 27, 2025 or September 28, 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 28, 2026 or March 29, 2025.

Note 10 — 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):

Nine Months Ended

September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Balance at beginning of year $ 2,503 $ 3,558

4 unchanged sentences

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

September 27,

2026 December 27,

10 unchanged sentences

Total $ 248,444 $ 259,068

We incurred non-cash asset impairment and depreciation charges of $ 15.7 million during the three months ended March 28, 2026 as a direct result of the 2025 Restructuring Plans (see Note 7, Restructuring Charges ).

Note 12 — Equity Investment

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 three months ended March 28, 2026, we recorded income of $ 1.5 million from our equity share of the HoldCo using lag reporting.

As of March 28, 2026, the carrying value of our investment was $ 64.2 million.

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 months ended March 28, 2026 was $ 3.0 million.

Note 13 — Stockholders’ Equity and Stock-Based Compensation

1 unchanged sentence

On October 30, 2023, our Board of Directors authorized a two-year program to repurchase up to $ 75.0 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 2024 we repurchased and retired 1,309,635 shares of common stock for $ 53.3 million.

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.

1 unchanged sentence

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 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.

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.

During the three months ended March 28, 2026, we did not repurchase and retire shares of common stock under this plan, and as of March 28, 2026, $ 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.

3 unchanged sentences

All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

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.

Restricted Stock Units

6 unchanged sentences

Awards forfeited ( 94,334 ) 39.88

RSUs at September 27, 2025

RSUs at March 28, 2026

1,593,396 35.78

1 unchanged sentence

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

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.

There were no PRSUs granted during the three months ended March 28, 2026.

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:

Nine Months Ended

September 27, 2025

Three Months Ended

March 28, 2026

Shares issued 176,570

3 unchanged sentences

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

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Cost of revenues $ 1,841 $ 2,005

3 unchanged sentences

Unrecognized Compensation Costs

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

At March 28, 2026, 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 Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Weighted-average shares used in computing basic net income per share 77,825 77,345

8 unchanged sentences

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for a portion of our corporate headquarters located in Livermore, California.

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

Our leases have remaining terms of one to nine years , and some leases include options to extend up to 20 years.

We also have operating leases for automobiles with remaining lease terms of one year .

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 three years as of September 27, 2025 and the weighted-average discount rate was 4.8 %.

The weighted-average remaining lease term for our operating leases was three years as of March 28, 2026 and the weighted-average discount rate was 5.1 %.

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

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

Lease expense:

3 unchanged sentences

$ 3,953 $ 3,035

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

Future minimum payments under our non-cancelable operating leases were as follows as of March 28, 2026 (in thousands):

Fiscal Year Amount

8 unchanged sentences

Transaction price allocated to the remaining performance obligations:

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.

On March 28, 2026, we had $ 11.4 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.

We expect to recognize approximately 71.3 % of our remaining performance obligations as revenue in the remainder of fiscal 2026, approximately 24.6 % in fiscal 2027, and approximately 4.1 % in fiscal 2028 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 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 assets as of March 28, 2026 and December 27, 2025 were $ 6.4 million and $ 2.3 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 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.

Contract liabilities as of March 28, 2026 and December 27, 2025 were $ 27.4 million and $ 21.4 million, respectively.

During the three months ended March 28, 2026, we recognized $ 8.5 million of revenue that was included in contract liabilities as of December 27, 2025.

Costs to obtain a contract:

9 unchanged sentences

Three Months Ended

September 27, 2025 September 28, 2024

March 28, 2026 March 29, 2025

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

11 unchanged sentences

Interest income, net 2,174 3,317

Other income (expense), net 444 ( 558 )

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

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

Cost of revenues 283,396 60,792 ( 7,555 ) 351,743 276,782 54,928 ( 8,063 ) 339,773

Gross profit 181,612 44,030 ( 7,555 ) 218,087 198,885 43,521 ( 8,063 ) 234,343

Gross margin 39.1 % 42.0 % 38.3 % 41.8 % 44.2 % 40.8 %

Research and development

63,815 13,633 7,831 85,279 67,817 15,572 8,045 91,434

21,368 10,529 5,722 37,619 23,771 12,123 4,510 40,404

4,798 5,426 3,652 13,876 6,698 5,331 3,892 15,921

Net contribution

$ 91,631 $ 14,442 $ ( 24,760 ) 81,313 $ 100,599 $ 10,495 $ ( 24,510 ) 86,584

General and administrative

46,412 50,235

Factory start-up costs 1,321 —

Gain on sale of business — 20,581

Operating income 33,580 56,930

Interest income, net 7,935 10,221

Other income (expense), net

Other income, net 441 890

Income before income taxes and equity investment $ 19,263 $ 7,476

$ 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.

Corporate and Other includes unallocated expenses relating to restructuring charges, amortization of stock-based compensation expense, intangible assets, acquisition-related costs, including charges related to fixed assets stepped up to fair value, 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, 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.

Net contribution represents Operating income excluding general and administrative expenses and factory start-up costs, 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

September 27, 2025 September 28, 2024

March 28, 2026 March 29, 2025

Probe Cards Systems Total Probe Cards Systems Total

13 unchanged sentences

China 7,806 3,556 11,362 8,152 5,463 13,615

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

Singapore 7,082 3,193 10,275 4,871 1,378 6,249

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

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

Rest of World 2,080 344 2,424 1,750 422 2,172

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

Nine Months Ended

September 27, 2025 September 28, 2024

Probe Cards Systems Total Probe Cards Systems Total

Foundry & Logic $ 277,718 $ — $ 277,718 $ 297,874 $ — $ 297,874

DRAM 174,097 — 174,097 164,122 — 164,122

Flash 13,193 — 13,193 13,671 — 13,671

Systems — 104,822 104,822 — 98,449 98,449

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

Timing of revenue recognition:

Products transferred at a point in time $ 459,846 $ 95,227 $ 555,073 $ 464,668 $ 94,638 $ 559,306

Products and services transferred over time 5,162 9,595 14,757 10,999 3,811 14,810

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

Geographical region:

South Korea $ 166,689 $ 4,413 $ 171,102 $ 140,233 $ 1,319 $ 141,552

Taiwan 123,478 21,674 145,152 109,476 13,136 122,612

United States 87,435 30,189 117,624 120,046 28,626 148,672

Japan 5,082 3,200 8,282 5,179 5,140 10,319

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

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

Europe 3,120 4,654 7,774 3,535 4,246 7,781

Malaysia 3,659 55 3,714 2,552 48 2,600

Rest of the world 4,642 1,434 6,076 4,523 3,415 7,938

Rest of World 1,675 2,250 3,925 1,491 443 1,934

Total $ 198,257 $ 27,887 $ 226,144 $ 136,520 $ 34,836 $ 171,356

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