FORMFACTOR INC 10-Q

Item 1. Financial Statements FORMFACTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) March 28, 2026 December 27, 2025 ASSETS Current assets: Cash and cash equivalents $ 123,539 $ 103,330 Marketable securities 179,742 171,842 Accounts receivable, net of allowance for credit losses of $ 6 and $ 29 132,155 125,416 Inventories, net 112,877 110,884 Restricted cash 897 1,063 Prepaid expenses and other current assets 51,596 44,519 Total current assets 600,806 557,054 Restricted cash 2,012 2,654 Operating lease, right-of-use-assets 16,404 17,202 Property, plant and equipment, net of accumulated depreciation 248,444 259,068 Equity investment 64,247 64,096 Goodwill 215,412 216,029 Intangible assets, net 15,482 16,302 Deferred tax assets 90,632 89,524 Other assets 2,411 2,433 Total assets $ 1,255,850 $ 1,224,362 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 54,226 $ 47,436 Accrued liabilities 42,123 47,535 Current portion of long-term debt, net of unamortized issuance costs 1,145 1,137 Deferred revenue 26,291 20,091 Operating lease liabilities 8,326 7,662 Total current liabilities 132,111 123,861 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 Deferred grant 18,000 18,000 Other liabilities 22,952 21,939 Total liabilities 197,051 188,959 Stockholders’ equity: Common stock, $ 0.001 par value: 250,000,000 shares authorized; 77,954,440 and 77,647,935 shares issued and outstanding 78 78 Additional paid-in capital 870,689 863,547 Accumulated other comprehensive loss ( 7,658 ) ( 3,528 ) Accumulated income 195,690 175,306 Total stockholders’ equity 1,058,799 1,035,403 Total liabilities and stockholders’ equity $ 1,255,850 $ 1,224,362 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Three Months Ended March 28, 2026 March 29, 2025 Revenues $ 226,144 $ 171,356 Cost of revenues 139,350 106,833 Gross profit 86,794 64,523 Operating expenses: Research and development 30,780 27,800 Selling, general and administrative 32,292 33,454 Factory start-up costs 7,074 — Total operating expenses 70,146 61,254 Operating income 16,648 3,269 Interest income, net 2,174 3,317 Other income, net 441 890 Income before income taxes and equity investment 19,263 7,476 Provision for income taxes 396 1,075 Income from equity investment 1,517 — Net income $ 20,384 $ 6,401 Net income per share: Basic $ 0.26 $ 0.08 Diluted $ 0.26 $ 0.08 Weighted-average number of shares used in per share calculations: Basic 77,825 77,345 Diluted 79,415 77,884 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended March 28, 2026 March 29, 2025 Net income $ 20,384 $ 6,401 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 3,479 ) 3,339 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: ( 4,130 ) 4,803 Comprehensive income $ 16,254 $ 11,204 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except shares) (Unaudited) Shares of Common Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Income Total Three Months Ended March 28, 2026 Balances, December 27, 2025 77,647,935 $ 78 $ 863,547 $ ( 3,528 ) $ 175,306 $ 1,035,403 Issuance of common stock under the Employee Stock Purchase Plan 176,570 — 5,836 — — 5,836 Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 129,935 — ( 6,751 ) — — ( 6,751 ) Stock-based compensation — — 8,057 — — 8,057 Other comprehensive loss — — — ( 4,130 ) — ( 4,130 ) Net income — — — — 20,384 20,384 Balances, March 28, 2026 77,954,440 $ 78 $ 870,689 $ ( 7,658 ) $ 195,690 $ 1,058,799 Three Months Ended March 29, 2025 Balances, December 28, 2024 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 Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 93,981 — ( 2,132 ) — — ( 2,132 ) Issuance of common stock pursuant to private placement 334,971 — 15,000 — — 15,000 Purchase and retirement of common stock through repurchase program ( 665,000 ) — ( 22,207 ) — — ( 22,207 ) Stock-based compensation — — 9,665 — — 9,665 Other comprehensive income — — — 4,803 — 4,803 Net income — — — — 6,401 6,401 Balances, March 29, 2025 77,075,636 $ 77 $ 844,488 $ ( 6,037 ) $ 127,346 $ 965,874 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 28, 2026 March 29, 2025 Cash flows from operating activities: Net income $ 20,384 $ 6,401 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,172 8,830 Reduction in the carrying amount of right-of-use assets 1,566 1,803 Stock-based compensation expense 8,063 9,796 Deferred income tax benefit ( 1,136 ) ( 691 ) Provision for excess and obsolete inventories 4,804 2,879 Non-cash restructuring charges 15,994 2,102 Income from equity investment ( 1,517 ) — Other adjustments to reconcile net income to net cash provided by operating activities 25 ( 1,024 ) Changes in assets and liabilities: Accounts receivable ( 7,014 ) 6,293 Inventories ( 7,428 ) ( 10,196 ) Prepaid expenses and other current assets ( 5,743 ) ( 3,794 ) Other assets 32 469 Accounts payable 7,525 10,535 Accrued liabilities ( 5,264 ) ( 7,926 ) Other liabilities 1,389 712 Deferred revenues 5,981 ( 620 ) Operating lease liabilities ( 1,872 ) ( 2,030 ) Net cash provided by operating activities 44,961 23,539 Cash flows from investing activities: Acquisition of property, plant and equipment ( 15,192 ) ( 18,584 ) Proceeds from sale of assets 76 — Purchase of equity investment — ( 67,156 ) Purchases of marketable securities ( 37,110 ) ( 26,330 ) Proceeds from maturities and sales of marketable securities 28,819 27,410 Net cash used in investing activities ( 23,407 ) ( 84,660 ) Cash flows from financing activities: Proceeds from issuances of common stock 5,836 21,576 Purchase of common stock through stock repurchase program — ( 22,135 ) Tax withholdings related to net share settlements of equity awards ( 6,751 ) ( 2,132 ) Payments on term loan ( 281 ) ( 273 ) Net cash used in financing activities ( 1,196 ) ( 2,964 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 957 ) 180 Net increase (decrease) in cash, cash equivalents and restricted cash 19,401 ( 63,905 ) Cash, cash equivalents and restricted cash, beginning of year 107,047 197,206 Cash, cash equivalents and restricted cash, end of period $ 126,448 $ 133,301 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 28, 2026 March 29, 2025 Non-cash investing and financing activities: Decrease in accounts payable and accrued liabilities related to property, plant and equipment purchases $ ( 562 ) $ ( 8,563 ) Operating lease, right-of-use assets obtained in exchange for lease obligations 2,225 — Supplemental disclosure of cash flow information: Cash paid for income taxes, net $ 1,042 $ 1,826 Cash paid for interest 85 92 Operating cash outflows from operating leases 2,214 2,414 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 123,539 $ 129,889 Restricted cash, current 897 967 Restricted cash 2,012 2,445 Total cash, cash equivalents and restricted cash $ 126,448 $ 133,301 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 FORMFACTOR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 — Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2025 Annual Report on Form 10-K filed with the SEC on February 20, 2026. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Fiscal Year We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. 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 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 ASU 2024-03 In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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, 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. 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. Reclassifications 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 March 28, 2026 March 29, 2025 SK hynix Inc. 29.5 % 23.3 % Intel Corporation * 12.0 % NVIDIA Corporation 10.2 % * 39.7 % 35.3 % * Less than 10% of revenues. 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. 9 Note 3 — Inventories, net Inventories are stated at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value. Inventories, net, consisted of the following (in thousands): March 28, 2026 December 27, 2025 Raw materials $ 51,802 $ 47,969 Work-in-progress 41,362 42,812 Finished goods 19,713 20,103 $ 112,877 $ 110,884 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): Amount Cash and cash equivalents $ 1,674 Other current assets 728 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 Net assets acquired $ 22,253 10 Note 5 — Goodwill and Intangible Assets Goodwill by reportable segment was as follows (in thousands): Probe Cards Systems Total Goodwill, as of December 28, 2024 $ 177,369 $ 21,802 $ 199,171 Acquisition - Keystone — 15,050 15,050 Foreign currency translation — 1,808 1,808 Goodwill, as of December 27, 2025 177,369 38,660 216,029 Foreign currency translation — ( 617 ) ( 617 ) Goodwill, as of March 28, 2026 $ 177,369 $ 38,043 $ 215,412 We have no t recorded goodwill impairments for the three months ended March 28, 2026. Intangible assets were as follows (in thousands): March 28, 2026 December 27, 2025 Intangible Assets Gross Accumulated Amortization Net Gross Accumulated Amortization Net Existing developed technologies $ 168,748 $ 153,266 $ 15,482 $ 169,165 $ 152,863 $ 16,302 Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands): Three Months Ended March 28, 2026 March 29, 2025 Cost of revenues $ 650 $ 483 Selling, general and administrative — 191 $ 650 $ 674 The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands): Fiscal Year Amount Remainder of 2026 $ 1,941 2027 2,565 2028 2,454 2029 2,454 2030 1,883 Thereafter 4,185 $ 15,482 Note 6 — Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 28, 2026 December 27, 2025 Accrued compensation and benefits $ 31,099 $ 31,495 Accrued warranty 2,389 2,503 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 11 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 $ 23,321 Changes to the restructuring accrual in the three months ended March 28, 2026 were as follows (in thousands): Employee Severance and Benefits Stock-based Compensation Property and Equipment Leases 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 Revolving Credit Agreement On July 29, 2025, we entered into a Revolving Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $ 150 million revolving credit facility (the “Facility”). The Facility has a maturity date of July 29, 2030. The Facility may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Credit Agreement. No amounts were outstanding under the Facility as of 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. 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 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. 12 Building Term Loan and Interest Rate Swap On June 22, 2020, we entered into an $ 18.0 million 15-year credit facility loan agreement (the “Building Term Loan”). The proceeds of the Building Term Loan were used to purchase a building adjacent to our leased facilities in Livermore, California. On May 19, 2023, we amended the Building Term Loan, replacing the benchmark reference rate London Interbank Offered Rate (“LIBOR”) with the term SOFR, with no change to the amount or timing of contractual cash flows. The Building Term Loan bears interest at a rate equal to the applicable SOFR rate plus 1.86 % per annum. Interest payments are payable in monthly installments over a fifteen-year period. The interest rate at 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. As future levels of LIBOR over the life of the loan were uncertain, we entered into this interest-rate swap agreement to hedge the exposure in interest rate risks associated with movement in LIBOR rates. This agreement was amended on May 19, 2023 to replace the benchmark reference rate LIBOR with SOFR to match the Building Term Loan agreement (as amended). After the amendment, the interest rate swap continues to convert our floating-rate interest into a fixed-rate at 2.75 %. As of 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 Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities; • Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • 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 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. 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. 13 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): March 28, 2026 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 80,846 $ — $ — $ 80,846 Marketable securities: U.S. treasuries 82,992 — — 82,992 U.S. agency securities — 13,067 — 13,067 Corporate bonds — 73,747 — 73,747 Commercial paper — 9,936 — 9,936 82,992 96,750 — 179,742 Promissory note receivable — — 1,526 1,526 Interest rate swap derivative contract — 1,470 — 1,470 Total assets $ 163,838 $ 98,220 $ 1,526 $ 263,584 December 27, 2025 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 62,017 $ — $ — $ 62,017 Commercial paper — 500 — 500 62,017 500 — 62,517 Marketable securities: U.S. treasuries 76,626 — — 76,626 U.S. agency securities — 12,905 — 12,905 Corporate bonds — 74,897 — 74,897 Commercial paper — 7,414 — 7,414 76,626 95,216 — 171,842 Promissory note receivable — — 1,522 1,522 Interest rate swap derivative contract — 1,422 — 1,422 Total assets $ 138,643 $ 97,138 $ 1,522 $ 237,303 Cash Equivalents The fair value of our cash equivalents is determined based on quoted market prices for similar or identical securities. Marketable Securities We classify our marketable securities as available-for-sale and value them utilizing a market approach. Our investments are priced by pricing vendors who provide observable inputs for their pricing without applying significant judgment. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair value. 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 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 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. Interest Rate Swap The fair value of our interest rate swap contract is determined at the end of each reporting period based on valuation models that use interest rate yield curves as inputs. For accounting purposes, our interest rate swap contract qualifies for, and is designated as, a cash flow hedge. The hedged risk is the interest rate exposure to changes in interest payments attributable to changes in our variable-rate interest over the interest rate swap term. 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, 14 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. Foreign Exchange Derivative Contracts We operate and sell our products in various global markets. As a result, we are exposed to changes in foreign currency exchange rates. We utilize foreign currency forward contracts to hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities and forecasted foreign currency revenue and expense transactions. 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. We do not use derivative financial instruments for speculative or trading purposes. 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 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 (U.S. Dollars) Euro Sell 4,171 4,806 Japanese Yen Sell 3,259,229 20,382 Korean Won Buy 4,304,798 2,858 Taiwan Dollar Sell 114,351 3,575 Our foreign currency contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that utilize observable market inputs. 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, 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 months ended March 28, 2026 or March 29, 2025. Note 10 — Warranty We offer warranties on certain products and record a liability for the estimated future costs associated with warranty claims at the time revenue is recognized. The warranty liability is based upon historical experience and our estimate of the level of future costs. While we engage in product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs. 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. 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. We provide for the estimated cost of product warranties at the time revenue is recognized as a component of Cost of revenues in our Condensed Consolidated Statement of Income. 15 Changes in our warranty liability were as follows (in thousands): Three Months Ended March 28, 2026 March 29, 2025 Balance at beginning of year $ 2,503 $ 3,558 Accruals 1,257 1,668 Settlements ( 1,371 ) ( 1,675 ) Balance at end of period $ 2,389 $ 3,551 Note 11 — Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following (in thousands): March 28, 2026 December 27, 2025 Land $ 35,274 $ 35,274 Building and building improvements 46,508 46,502 Machinery and equipment 312,705 317,024 Computer equipment and software 45,154 45,135 Furniture and fixtures 6,971 7,043 Leasehold improvements 102,391 104,262 Sub-total 549,003 555,240 Less: Accumulated depreciation and amortization ( 393,325 ) ( 390,323 ) Net property, plant and equipment 155,678 164,917 Construction-in-progress 92,766 94,151 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 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 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 Common Stock Repurchase Programs 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. 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 the first fiscal quarter of 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. 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 16 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. Share repurchases are subject to an excise tax enabled by the Inflation Reduction Act that is generally 1% of the fair market value of the shares repurchased at the time of the repurchase, net of the fair market value of certain new stock issuances during the same taxable year. Certain exceptions apply to the excise tax. The excise tax incurred, if applicable, is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Restricted Stock Units Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows: Units Weighted Average Grant Date Fair Value RSUs at December 27, 2025 1,874,319 $ 35.10 Awards granted 18,648 90.29 Awards vested ( 205,237 ) 32.68 Awards forfeited ( 94,334 ) 39.88 RSUs at March 28, 2026 1,593,396 35.78 Performance Restricted Stock Units We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria. There were no PRSUs granted during the three months ended March 28, 2026. PRSUs are included as part of the RSU activity above. Employee Stock Purchase Plan Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows: Three Months Ended March 28, 2026 Shares issued 176,570 Weighted average per share purchase price $ 33.06 Weighted average per share discount from the fair value of our common stock on the date of issuance $ 37.49 Stock-Based Compensation Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands): Three Months Ended March 28, 2026 March 29, 2025 Cost of revenues $ 1,841 $ 2,005 Research and development 2,404 2,646 Selling, general and administrative 3,818 5,145 Total stock-based compensation $ 8,063 $ 9,796 Unrecognized Compensation Costs At March 28, 2026, the unrecognized stock-based compensation was as follows (dollars in thousands): Unrecognized Expense Average Expected Recognition Period in Years Restricted stock units $ 34,996 1.99 Performance restricted stock units 7,913 1.86 Employee stock purchase plan 1,412 0.34 Total unrecognized stock-based compensation expense $ 44,321 1.92 17 Note 14 — Net Income per Share 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 March 28, 2026 March 29, 2025 Weighted-average shares used in computing basic net income per share 77,825 77,345 Add potentially dilutive securities 1,590 539 Weighted-average shares used in computing diluted net income per share 79,415 77,884 Securities not included as they would have been antidilutive 10 593 Note 15 — Commitments and Contingencies Legal Matters From time to time, we are subject to legal proceedings and claims in the ordinary course of business, the outcomes of which cannot be estimated with certainty. Our ability to estimate the outcomes may change in the near term and the effect of any such change could have a material adverse effect on our financial position, results of operations or cash flows. Note 16 — Leases 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 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 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 March 28, 2026 March 29, 2025 Lease expense: Operating lease expense $ 3,031 $ 2,151 Short-term lease expense 168 104 Variable lease expense 754 780 $ 3,953 $ 3,035 18 Future minimum payments under our non-cancelable operating leases were as follows as of March 28, 2026 (in thousands): Fiscal Year Amount Remainder of 2026 $ 6,865 2027 8,746 2028 5,064 2029 594 2030 456 Thereafter 972 Total minimum lease payments 22,697 Less: interest ( 2,733 ) Present value of net minimum lease payments 19,964 Less: current portion ( 8,326 ) Total long-term operating lease liabilities $ 11,638 Note 17 — Revenue Transaction price allocated to the remaining performance obligations: 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. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less, and also excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation. Contract balances: The timing of revenue recognition may differ from the timing of invoicing to customers. 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 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 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 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: We generally expense sales commissions when incurred as a component of Selling, general and administrative expense, as the amortization period is typically less than one year. Revenue by category: Refer to Note 18, Operating Segments and Enterprise-Wide Information , for further details. Note 18 — Operating Segments and Enterprise-Wide Information We operate in two reportable segments consisting of the Probe Cards segment and the Systems segment. Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, who assesses the reportable segments' performance by using each reportable segment's net contribution to make decisions about allocating resources and assessing performance for the entire company. The CODM uses net contribution for each reportable segment predominantly in the annual budget and forecasting process, as well as consideration of budget-to-actual variances on a quarterly basis when making decisions for assessment of our performance and results of operations. Certain components of net contribution are utilized to determine executive compensation along with other measures. 19 The following table provides net contribution by reportable segment and includes a reconciliation to net income before income taxes (dollars in thousands): Three Months Ended March 28, 2026 March 29, 2025 Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total Revenues $ 198,257 $ 27,887 $ — $ 226,144 $ 136,520 $ 34,836 $ — $ 171,356 Cost of revenues 98,126 17,285 23,939 139,350 84,905 19,321 2,607 106,833 Gross profit 100,131 10,602 ( 23,939 ) 86,794 51,615 15,515 ( 2,607 ) 64,523 Gross margin 50.5 % 38.0 % 38.4 % 37.8 % 44.5 % 37.7 % Research and development 21,772 5,231 3,777 30,780 21,056 3,968 2,776 27,800 Selling 7,723 3,838 1,315 12,876 6,566 3,660 2,801 13,027 Marketing 1,622 1,820 1,635 5,077 1,580 1,741 1,126 4,447 Net contribution $ 69,014 $ ( 287 ) $ ( 30,666 ) 38,061 $ 22,413 $ 6,146 $ ( 9,310 ) 19,249 General and administrative 14,339 15,980 Factory start-up costs 7,074 — Operating income 16,648 3,269 Interest income, net 2,174 3,317 Other income, net 441 890 Income before income taxes and equity investment $ 19,263 $ 7,476 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 and factory start-up costs, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. 20 Certain revenue category information by reportable segment was as follows (in thousands): Three Months Ended March 28, 2026 March 29, 2025 Probe Cards Systems Total Probe Cards Systems Total Market: Foundry & Logic $ 111,188 $ — $ 111,188 $ 85,272 $ — $ 85,272 DRAM 82,933 — 82,933 48,858 — 48,858 Flash 4,136 — 4,136 2,390 — 2,390 Systems — 27,887 27,887 — 34,836 34,836 Total $ 198,257 $ 27,887 $ 226,144 $ 136,520 $ 34,836 $ 171,356 Timing of revenue recognition: Products transferred at a point in time $ 196,285 $ 24,720 $ 221,005 $ 134,721 $ 31,335 $ 166,056 Products and services transferred over time 1,972 3,167 5,139 1,799 3,501 5,300 Total $ 198,257 $ 27,887 $ 226,144 $ 136,520 $ 34,836 $ 171,356 Geographical region: South Korea $ 79,766 $ 796 $ 80,562 $ 42,209 $ 962 $ 43,171 Taiwan 68,245 2,595 70,840 40,747 4,615 45,362 United States 21,822 7,588 29,410 27,784 12,541 40,325 China 7,806 3,556 11,362 8,152 5,463 13,615 Singapore 7,082 3,193 10,275 4,871 1,378 6,249 Japan 5,082 3,200 8,282 5,179 5,140 10,319 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 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 21