What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 195 added, 93 removed, 503 unchanged (36% of the section changed)

49 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Revenues $ 258,242 $ 195,798 $ 484,386 $ 367,154

8 unchanged sentences

Interest income, net 2,683 2,642 4,857 5,959

Other income, net

Other income (expense), net 212 ( 6 ) 653 884

Income before income taxes and equity investment

60,694 14,942 79,957 22,418

Provision for income taxes 6,729 2,372 7,125 3,447

Income from equity investment

Income (loss) from equity investment 2,242 ( 3,484 ) 3,759 ( 3,484 )

Net income $ 56,207 $ 9,086 $ 76,591 $ 15,487

9 unchanged sentences

(In thousands)

Three Months Ended

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Net income $ 56,207 $ 9,086 $ 76,591 $ 15,487

2 unchanged sentences

Unrealized gains (losses) on available-for-sale marketable securities ( 340 ) ( 110 ) ( 1,039 ) 260

Unrealized gains on derivative instruments 48 1,094

Unrealized gains (losses) on derivative instruments ( 812 ) 1,234 ( 764 ) 2,328

Other comprehensive income (loss), net of tax:

6 unchanged sentences

Stock Additional

Capital Accumulated

Paid-in Capital Accumulated

Comprehensive

Three Months Ended March 28, 2026

Income (Loss) Accumulated

Three Months Ended June 27, 2026

Balances, March 28, 2026

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

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 166,285 — ( 9,243 ) — — ( 9,243 )

Stock-based compensation — — 8,582 — — 8,582

Other comprehensive loss — — — ( 2,985 ) — ( 2,985 )

Net income — — — — 56,207 56,207

Balances, June 27, 2026

78,120,725 $ 78 $ 870,028 $ ( 10,643 ) $ 251,897 $ 1,111,360

Six Months Ended June 27, 2026

Balances, December 27, 2025

5 unchanged sentences

Net income — — — — 76,591 76,591

Balances, June 27, 2026

78,120,725 $ 78 $ 870,028 $ ( 10,643 ) $ 251,897 $ 1,111,360

Three Months Ended June 28, 2025

Balances, March 29, 2025 77,075,636 $ 77 $ 844,488 $ ( 6,037 ) $ 127,346 $ 965,874

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 110,794 — ( 1,487 ) — — ( 1,487 )

Purchase and retirement of common stock through repurchase program ( 75,000 ) — ( 2,402 ) — — ( 2,402 )

Stock-based compensation — — 9,465 — — 9,465

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

Net income — — — — 9,086 9,086

Balances, June 28, 2025

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

Three Months Ended March 29, 2025

Six Months Ended June 28, 2025

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

2 unchanged sentences

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

334,971 — 15,000 — — 15,000

Purchase and retirement of common stock through repurchase program ( 740,000 ) — ( 24,609 ) — — ( 24,609 )

2 unchanged sentences

Net income — — — — 15,487 15,487

Balances, March 29, 2025

Balances, June 28, 2025

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

3 unchanged sentences

(In thousands)

Three Months Ended

2026 March 29,

Six Months Ended

2026 June 28,

Cash flows from operating activities:

7 unchanged sentences

Non-cash restructuring charges 15,736 2,160

Income from equity investment

Loss (income) from equity investment ( 3,759 ) 3,484

Other adjustments to reconcile net income to net cash provided by operating activities ( 320 ) ( 1,559 )

31 unchanged sentences

(In thousands)

Three Months Ended

2026 March 29,

Six Months Ended

2026 June 28,

Non-cash investing and financing activities:

Decrease in accounts payable and accrued liabilities related to property, plant and equipment purchases $ ( 562 ) $ ( 8,563 )

Increase (decrease) in accounts payable and accrued liabilities related to property, plant and equipment purchases $ 15,817 $ ( 13,010 )

Operating lease, right-of-use assets obtained in exchange for lease obligations 2,685 733

19 unchanged sentences

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 and 2025 each contain 52 weeks and the six months ended June 27, 2026 and June 28, 2025 each contained 26 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.

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

New Accounting Pronouncements

9 unchanged sentences

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 .

These reclassifications included presenting factory start-up costs separately from selling, general and administrative expenses in the Condensed Consolidated Statements of Income, combining depreciation and amortization into a single line item in the Condensed Consolidated Statements of Cash Flows, and presenting accrued restructuring charges separately from other accrued liabilities in Note 6, Accrued Liabilities .

These reclassifications had no impact on previously reported results of operations, financial position, or cash flows.

Note 2 — Concentration of Credit and Other Risks

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

Three Months Ended

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

SK hynix Inc.

1 unchanged sentence

Intel Corporation * 12.4 % * 12.2 %

NVIDIA Corporation 10.2 % *

Taiwan Semiconductor Manufacturing Company Ltd.

11.0 % 10.4 % 10.3 % *

35.3 % 47.8 % 37.1 % 36.4 %

* 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.

At June 27, 2026, three customers accounted for 17.1 %, 16.9 %, and 12.9 % of gross accounts receivable, compared with two customers that accounted for 15.8 % and 10.8 % at December 27, 2025.

Note 3 — Inventories, net

9 unchanged sentences

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):

The purchase price was initially allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on management's estimates of their fair values as of the acquisition date, including goodwill representing the excess of consideration transferred over the fair value of identifiable net assets acquired.

During the measurement period, the Company finalized certain valuation analyses and recorded adjustments to the purchase price allocation.

See Note 5, Goodwill and Intangible Assets , for information regarding changes to identifiable intangible assets and goodwill resulting from these adjustments.

No portion of the goodwill is expected to be deductible for tax purposes.

The preliminary purchase price allocation, measurement period adjustments, and adjusted fair values of the assets acquired, including goodwill and intangibles, and liabilities assumed is as follows (in thousands):

Preliminary Measurement

Adjustments As Adjusted

Cash and cash equivalents $ 1,674 $ — $ 1,674

11 unchanged sentences

Net assets acquired $ 22,253 $ — $ 22,253

The intangible assets as of the acquisition date included (in thousands, except years):

Amount Weighted

Average Useful

Life (in years)

Developed technologies $ 10,447 10.0

Customer relationships 1,526 4.0

Trade names 35 2.0

Total intangible assets $ 12,008 9.2

Note 5 — Goodwill and Intangible Assets

6 unchanged sentences

177,369 38,660 216,029

Acquisition - Keystone measurement period adjustment — ( 2,555 ) ( 2,555 )

Foreign currency translation — ( 917 ) ( 917 )

Goodwill, as of March 28, 2026

Goodwill, as of June 27, 2026

$ 177,369 $ 35,188 $ 212,557

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

We have no t recorded goodwill impairments for the six months ended June 27, 2026.

Intangible assets were as follows (in thousands):

March 28, 2026 December 27, 2025

June 27, 2026 December 27, 2025

Intangible Assets Gross Accumulated

2 unchanged sentences

Existing developed technologies $ 170,495 $ 153,855 $ 16,640 $ 169,165 $ 152,863 $ 16,302

Trade name 7,883 7,858 25 7,894 7,894 —

Customer relationships 49,612 48,316 1,296 48,249 48,249 —

$ 227,990 $ 210,029 $ 17,961 $ 225,308 $ 209,006 $ 16,302

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

Three Months Ended

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Cost of revenues $ 745 $ 474 $ 1,395 $ 957

Selling, general and administrative 196 191 196 382

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

$ 941 $ 665 $ 1,591 $ 1,339

The estimated future amortization of definite-lived intangible assets is as follows (in thousands):

Fiscal Year Amount

5 unchanged sentences

Accrued compensation and benefits $ 37,069 $ 31,495

Accrued warranty 2,389 2,503

Accrued employee stock purchase plan contributions withheld 5,602 5,190

Accrued income and other taxes 1,135 3,098

Accrued restructuring charges 4,282 464

Accrued warranty 2,422 2,503

Accrued income and other taxes 881 3,098

Other accrued expenses 3,036 4,785

3 unchanged sentences

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.

The restructuring plans are expected to result in the Company recording restructuring charges in the aggregate amount of approximately $ 32.0 million to $ 40.0 million, estimated to be comprised primarily of $ 17.5 million to $ 20.0 million of cost related to the impairment and accelerated depreciation of property and equipment, $ 10.0 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 $ 3.5 million to $ 5.5 million of other costs.

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):

Total restructuring charges included in our Condensed Consolidated Statements of Income for the three and six months ended June 27, 2026 were as follows (in thousands):

Three Months Ended Six months ended

June 27, 2026 June 27, 2026

Cost of revenues $ 4,292 $ 25,790

1 unchanged sentence

Selling, general and administrative 234 683

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

$ 4,493 $ 27,814

Changes to the restructuring accrual in the six months ended June 27, 2026 were as follows (in thousands):

and Benefits Stock-based

4 unchanged sentences

Non-cash settlement — ( 128 ) ( 16,251 ) ( 1,169 ) — ( 17,548 )

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

June 27, 2026 $ 4,282 $ — $ — $ — $ — $ 4,282

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 March 28, 2026.

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

1 unchanged sentence

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 commitment fee as of June 27, 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 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.

The interest rate at June 27, 2026, before consideration of interest rate swap discussed in the next paragraph, was 5.48 %.

As of June 27, 2026, the balance outstanding pursuant to the Building Term Loan was $ 11.7 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 March 28, 2026, the notional amount of the loan that is subject to this interest rate swap is $ 12.0 million.

As of June 27, 2026, the notional amount of the loan that is subject to this interest rate swap is $ 11.7 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 three months ended March 28, 2026 or the year ended December 27, 2025.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended June 27, 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.

No changes were made to our valuation techniques during the first six 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):

March 28, 2026 Level 1 Level 2 Level 3 Total

June 27, 2026 Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market funds $ 63,613 $ — $ — $ 63,613

treasuries 998 — — 998

Commercial paper — 2,985 — 2,985

64,611 2,985 — 67,596

Marketable securities:

7 unchanged sentences

Total assets $ 171,691 $ 133,218 $ 1,526 $ 306,435

Foreign exchange derivative contracts $ — $ ( 776 ) $ — $ ( 776 )

Total liabilities $ — $ ( 776 ) $ — $ ( 776 )

December 27, 2025 Level 1 Level 2 Level 3 Total

27 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, 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.

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 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.

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):

All of our foreign exchange derivative contracts outstanding at June 27, 2026 will mature by the first quarter of fiscal 2027.

The following table provides information about our foreign currency forward contracts outstanding as of June 27, 2026 (in thousands):

Currency Contract Position Contract Amount

2 unchanged sentences

Japanese Yen Sell 2,413,114 14,944

Korean Won Buy 4,304,798 2,858

Taiwan Dollar Sell 124,401 3,892

Korean Won Buy 5,640,798 3,656

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.

1 unchanged sentence

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.

Other than as discussed in Note 4, Acquisition, there were no assets or liabilities measured at fair value on a nonrecurring basis during the three and six months ended June 27, 2026 or June 28, 2025.

Note 10 — Warranty

7 unchanged sentences

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

Three Months Ended

2026 March 29,

Six Months Ended

2026 June 28,

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

16 unchanged sentences

Total $ 265,402 $ 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 ).

We incurred non-cash asset impairment and depreciation charges of $ 0.6 million and $ 16.3 million during the three and six months ended June 27, 2026, respectively, as a direct result of the 2026 Restructuring Plans (see Note 7, Restructuring Charges ).

Note 12 — Equity Investment

1 unchanged sentence

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.

During the three and six months ended June 27, 2026, we recorded income of $ 2.2 million and $ 3.8 million, respectively, from our equity share of the HoldCo using lag reporting.

As of June 27, 2026, the carrying value of our investment was $ 65.9 million.

We engage in transactions with FICT, a related party and a supplier, in the normal course of business.

Total related party purchases of inventory from FICT during the three and six months ended June 27, 2026 was $ 5.2 million and $ 8.2 million, respectively.

Note 13 — Stockholders’ Equity and Stock-Based Compensation

4 unchanged sentences

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.

share repurchase program will expire on April 24, 2027.

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

During fiscal 2025, we repurchased and retired 135,000 shares of common stock for $ 4.1 million.

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.

During the six months ended June 27, 2026, we did not repurchase shares of common stock under this plan, and as of June 27, 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 new stock issuances during the same taxable year.

Certain exceptions apply to the excise tax.

9 unchanged sentences

Awards forfeited ( 141,215 ) 36.94

RSUs at March 28, 2026

RSUs at June 27, 2026

1,327,356 37.37

1 unchanged sentence

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

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

There were no PRSUs granted during the six months ended June 27, 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:

Three Months Ended

March 28, 2026

Six Months Ended

June 27, 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

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Cost of revenues $ 1,726 $ 1,690 $ 3,567 $ 3,695

3 unchanged sentences

Unrecognized Compensation Costs

At March 28, 2026, the unrecognized stock-based compensation was as follows (dollars in thousands):

Average Expected

At June 27, 2026, the unrecognized stock-based compensation was as follows (dollars in thousands):

Expense Average Expected

Recognition Period

5 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

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Weighted-average shares used in computing basic net income per share 78,036 77,107 77,930 77,226

11 unchanged sentences

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

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

The weighted-average remaining lease term for our operating leases was three years as of June 27, 2026 and the weighted-average discount rate was 5.2 %.

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

Three Months Ended

2026 March 29,

Three Months Ended Six Months Ended

2026 June 28,

2025 June 27,

2026 June 28,

Lease expense:

3 unchanged sentences

$ 2,477 $ 3,250 $ 6,430 $ 6,285

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

Future minimum payments under our non-cancelable operating leases were as follows as of June 27, 2026 (in thousands):

Fiscal Year Amount

8 unchanged sentences

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.

On June 27, 2026, we had $ 10.8 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 56.4 % of our remaining performance obligations as revenue in the remainder of fiscal 2026, approximately 38.4 % in fiscal 2027, and approximately 5.2 % 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 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 assets as of June 27, 2026 and December 27, 2025 were $ 5.2 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.

Contract liabilities as of June 27, 2026 and December 27, 2025 were $ 24.8 million and $ 21.4 million, respectively.

During the six months ended June 27, 2026, we recognized $ 14.0 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

March 28, 2026 March 29, 2025

June 27, 2026 June 28, 2025

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

11 unchanged sentences

Interest income, net 2,683 2,642

Other income, net 441 890

Other income (expense), net 212 ( 6 )

Income before income taxes and equity investment $ 60,694 $ 14,942

Six Months Ended

June 27, 2026 June 28, 2025

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

Revenues $ 407,952 $ 76,434 $ — $ 484,386 $ 298,628 $ 68,526 $ — $ 367,154

Cost of revenues 193,765 42,269 30,636 266,670 184,945 39,740 5,008 229,693

Gross profit 214,187 34,165 ( 30,636 ) 217,716 113,683 28,786 ( 5,008 ) 137,461

Gross margin 52.5 % 44.7 % 44.9 % 38.1 % 42.0 % 37.4 %

Research and development

44,733 11,436 5,710 61,879 42,030 9,229 5,334 56,593

16,324 8,748 2,746 27,818 13,747 7,084 4,170 25,001

3,491 3,744 2,992 10,227 3,178 3,623 2,453 9,254

Net contribution

$ 149,639 $ 10,237 $ ( 42,084 ) 117,792 $ 54,728 $ 8,850 $ ( 16,965 ) 46,613

General and administrative

31,412 30,681

Factory start-up costs 11,933 357

Operating income 74,447 15,575

Interest income, net 4,857 5,959

Other income (expense), net 653 884

Income before income taxes and equity investment

$ 79,957 $ 22,418

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.

3 unchanged sentences

Three Months Ended

March 28, 2026 March 29, 2025

June 27, 2026 June 28, 2025

Probe Cards Systems Total Probe Cards Systems Total

9 unchanged sentences

Geographical region:

South Korea $ 79,766 $ 796 $ 80,562 $ 42,209 $ 962 $ 43,171

Taiwan $ 78,408 $ 16,013 $ 94,421 $ 46,814 $ 6,065 $ 52,879

South Korea 73,208 216 73,424 55,836 1,293 57,129

United States 26,499 11,719 38,218 32,849 8,075 40,924

China 8,372 8,519 16,891 4,633 4,767 9,400

Europe 3,771 5,694 9,465 3,224 4,024 7,248

Malaysia 8,295 776 9,071 5,112 43 5,155

Singapore 5,132 1,605 6,737 5,489 1,190 6,679

Rest of World 2,230 2,980 5,210 1,071 647 1,718

Japan 3,780 1,025 4,805 7,080 7,586 14,666

Total $ 209,695 $ 48,547 $ 258,242 $ 162,108 $ 33,690 $ 195,798

Six Months Ended

June 27, 2026 June 28, 2025

Probe Cards Systems Total Probe Cards Systems Total

Foundry & Logic $ 233,027 $ — $ 233,027 $ 184,785 $ — $ 184,785

DRAM 167,932 — 167,932 105,915 — 105,915

Flash 6,993 — 6,993 7,928 — 7,928

Systems — 76,434 76,434 — 68,526 68,526

Total $ 407,952 $ 76,434 $ 484,386 $ 298,628 $ 68,526 $ 367,154

Timing of revenue recognition:

Products transferred at a point in time $ 404,350 $ 71,221 $ 475,571 $ 295,273 $ 61,578 $ 356,851

Products and services transferred over time 3,602 5,213 8,815 3,355 6,948 10,303

Total $ 407,952 $ 76,434 $ 484,386 $ 298,628 $ 68,526 $ 367,154

Geographical region:

Taiwan $ 146,653 $ 18,608 $ 165,261 $ 87,561 $ 10,680 $ 98,241

South Korea 152,974 1,012 153,986 98,045 2,255 100,300

United States 48,321 19,307 67,628 60,633 20,616 81,249

China 16,178 12,075 28,253 12,785 10,230 23,015

Europe 6,891 10,348 17,239 6,759 8,270 15,029

Singapore 12,214 4,798 17,012 10,360 2,568 12,928

Japan 8,862 4,225 13,087 12,259 12,726 24,985

Malaysia 11,954 831 12,785 7,664 91 7,755

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

Rest of the world 3,905 5,230 9,135 2,562 1,090 3,652

Total $ 407,952 $ 76,434 $ 484,386 $ 298,628 $ 68,526 $ 367,154

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