Item 2. Unregistered Sales of Equity Securities
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
In September 2020, the Company’s Board of Directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b-18 of the Exchange Act. The repurchase authorization by the Board of
Directors has no expiration date, does not obligate the Company to acquire any common stock, and is subject to market conditions. From September 2020 through October 2022, the Company repurchased 5.8 million shares at a cost of $68.3 million. No
shares were repurchased during the three- or nine-month periods ended July 28, 2024. In August 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million up to $100
million. During the three-month period ended August 3, 2025, the Company repurchased 1.2 million shares at a cost of $20.7 million pursuant to Rule 10b-18 of the Exchange Act. During the nine-month period ended August 3, 2025, the Company
repurchased 5 million shares at a cost of $97.4 million pursuant to Rule 10b-18 of the Exchange Act. In June 2025, the Board of Directors authorized an additional $25 million share repurchase. As a result, as of August 3, 2025, $27.6 million
remained available under this authorization. All shares repurchased under the program have been retired.
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Table of Contents
The following table provides information relating to the Company’s repurchase of common stock during the third quarter of fiscal year 2025. This table excludes shares repurchased to settle employee tax withholding related to the vesting of stock
awards.
Total
Number of
Shares
Purchased
Average
Price
Paid
Per share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program
Dollar Value of
Shares That May
Yet Be Purchased
(in millions)
May 5, 2025 – June 1, 2025
366,900
$
17.34
366,900
$
16.9
June 2, 2025 – June 29, 2025
810,630
$
17.72
810,630
$
27.6
June 30, 2025 – August 3, 2025
-
$
-
-
$
27.6
Total
1,177,530
1,177,530
Item 3.
DEFAULTS UPON SENIOR SECURITIES
None.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable
Item 5.
OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the
affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.
No such plans or arrangements were adopted or terminated , including by modification, by any director or officer (as defined in Rule 16a-1 under the Exchange Act) during the quarter ended August 3, 2025 .
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Table of Contents
Item 6.
EXHIBITS
Incorporated by Reference
Exhibit
Number
Description
Form
Exhibit
Filing Date
Filed or
Furnished
Herewith
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the Exchange Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the Exchange Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Photronics, Inc.
(Registrant)
By:
/s/ ERIC RIVERA
ERIC RIVERA
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer
/Principal Accounting Officer)
Date: September 9, 2025
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.