What changed in this filing

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Item 1. Financial Statements

2026-06-11 compared with 2026-03-11 · 182 added, 105 removed, 399 unchanged (42% of the section changed)

6 unchanged sentences

Short-term investments

Accounts receivable, net of allowance of $ 1,153 in 2026 and $ 1,166 in 2025

Accounts receivable, net [1]

Other current assets

13 unchanged sentences

Preferred stock, $ 0.01 par value, 2,000 shares authorized, none issued and outstanding

Common stock, $ 0.01 par value, 150,000 shares authorized, 58,108 shares issued and outstanding as of February 1, 2026, and 57,633 shares issued and outstanding as of October 31, 2025

Common stock, $ 0.01 par value, 150,000 shares authorized, 58,152 shares issued and outstanding as of May 3, 2026, and 57,633 shares issued and outstanding as of October 31, 2025

Additional paid-in capital

5 unchanged sentences

Total liabilities and equity

[1] Accounts receivable, net included amounts due from a related party of $ 33.3 million and $ 38.3 million as of May 3, 2026, and October 31, 2025, respectively.

The allowance for credit losses included in the Company’s total accounts receivable balance was $ 1.1 million and $ 1.2 million as of May 3, 2026, and October 31, 2025, respectively.

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Cost of goods sold

3 unchanged sentences

Total operating expenses

Other operating income

Other operating income, net

Operating income

10 unchanged sentences

Weighted-average number of common shares outstanding:

[1] Revenue included $ 28.6 million and $ 67.2 million for the three and six months ended May 3, 2026, respectively, and $ 39.0 million and $ 69.7 million for the three and six months ended May 4, 2025, respectively, in each case from a related party.

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Net other comprehensive loss

Net other comprehensive income (loss)

Comprehensive income

5 unchanged sentences

(in thousands)

Three Months Ended February 1, 2026

Three Months Ended May 3, 2026

Photronics, Inc.

1 unchanged sentence

Income (Loss)

Balance as of October 31, 2025

Other comprehensive loss

Balance as of February 1, 2026

Other comprehensive income (loss)

Shares issued under equity plans

Share-based compensation expense

Other changes in equity

Balance as of May 3, 2026

Three Months Ended May 4, 2025

Photronics, Inc.

Comprehensive

Income (Loss)

Balance as of February 2, 2025

Three Months Ended February 2, 2025

Other comprehensive income

Shares issued under equity plans

Share-based compensation expense

Purchase and retirement of common stock through repurchase program

Balance as of May 4, 2025

Six Months Ended May 3, 2026

Photronics, Inc.

2 unchanged sentences

Balance as of October 31, 2025

Other comprehensive loss

Other comprehensive income (loss)

Shares issued under equity plans

Share-based compensation expense

Other changes in equity

Balance as of May 3, 2026

Six Months Ended May 4, 2025

Photronics, Inc.

Comprehensive

Balance as of October 31, 2024

Other comprehensive income (loss)

Shares issued under equity plans

Share-based compensation expense

Purchase and retirement of common stock through repurchase program

Balance as of February 2, 2025

Balance as of May 4, 2025

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

11 unchanged sentences

Proceeds from maturities of short-term investments

Proceeds from sales of short-term investments

Government incentives

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

3 unchanged sentences

Net settlements of restricted stock awards

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Net change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

17 unchanged sentences

GAAP requires the Company to make estimates and assumptions that affect amounts reported in them.

The Company’s estimates are based on

historical experience and on various assumptions that are believed to be reasonable based on the facts and circumstances available at the time they are made.

The Company’s estimates are based on historical experience

and on various assumptions that are believed to be reasonable based on the facts and circumstances available at the time they are made.

Subsequent actual results may differ from such estimates.

The Company reviews these

estimates periodically and reflects any effects of revisions in the period in which they are determined.

The Company reviews these estimates periodically and

reflects any effects of revisions in the period in which they are determined.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements (“the financial statements”) have been prepared in accordance with U.S.

GAAP for interim financial reporting information, and

with the instructions to Form 10-Q and Article 10 of Regulation S-X.

GAAP for interim financial reporting information, and with the instructions

to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all the information and footnotes required by U.S.

GAAP for annual financial statements.

In the opinion of management, adjustments, all of which are

of a normal recurring nature, considered necessary for a fair presentation have been included.

In the opinion of management, adjustments, all of which are of a normal recurring

nature, considered necessary for a fair presentation have been included.

The financial statements include the accounts of Photronics, its wholly owned subsidiaries, and the majority-owned subsidiaries which it controls.

intercompany balances and transactions have been eliminated in consolidation.

These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the

fiscal year ended October 31, 2025, which provides additional information about the Company’s accounting policies and the methods and assumptions used in the Company’s estimates.

The Company’s business is typically impacted during the first quarter of the Company’s fiscal year by the North American, European, and Asian holiday periods, as some customers may change their

development and buying activities during this period.

All intercompany balances and

transactions have been eliminated in consolidation.

These financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the fiscal year ended October 31,

2025, which provides additional information about the Company’s accounting policies and the methods and assumptions used in the Company’s estimates.

The Company’s business is typically impacted during the first quarter of the Company’s fiscal year by the North American, European, and Asian holiday periods, as some customers may change their development and buying

activities during this period.

Operating results for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2026.

2 unchanged sentences

2025-11, “Interim Reporting (Topic 270):

Narrow Scope Improvements”, which improves the navigability of the required interim

disclosures and clarifies when that guidance is applicable.

The guidance in this ASU will be effective for Photronics for interim reporting periods in its fiscal year 2028 Form 10Q.

The amendments can be applied either (1) prospectively or (2)

retrospectively to any or all prior periods presented in the financial statements.

The Company does not expect adoption of this ASU to have a material effect on the Company’s consolidated financial statements and related disclosures.

Narrow Scope Improvements”, which improves the navigability

of the required interim disclosures and clarifies when that guidance is applicable.

The guidance in this ASU will be effective for Photronics for interim reporting periods in its first quarter of fiscal year 2028 Form 10-Q.

The amendments can be

applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company does not expect adoption of this ASU to have a material effect on the Company’s consolidated financial statements

and related disclosures.

In December 2025, the FASB issued ASU No.

1 unchanged sentence

Accounting for Government Grants Received by Business Entities”.

This update establishes authoritative guidance on the accounting for government grants received

by business entities.

This update establishes authoritative guidance on the accounting for

government grants received by business entities.

The guidance in this ASU will be effective for Photronics in its fiscal year 2030 Form 10-K, with early application of the amendments allowed.

The standard may be applied using a modified prospective, modified retrospective or

full retrospective transition approach.

The standard may be applied using a modified prospective,

modified retrospective or full retrospective transition approach.

The Company is currently evaluating the timing and impact of this ASU on the Company’s consolidated financial statements and related disclosures.

11 unchanged sentences

Improvements to Income Tax Disclosures”, to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in this ASU

related to the rate reconciliation and income taxes paid disclosures to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income

taxes paid disaggregated by jurisdiction.

The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its

income tax rate and prospects for future cash flows.

The amendments in this ASU related to the rate reconciliation and income taxes paid disclosures to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The guidance in this ASU will be effective for Photronics in its fiscal year 2026 Form 10-K, with early application of the amendments allowed.

The Company is currently evaluating the effect of this

ASU adoption on its disclosures.

NOTE 2 – ACCOUNTS RECEIVABLE, NET

The components of Accounts Receivable, net at the balance sheet dates are presented below.

Accounts Receivable

Unbilled Receivables

Allowance for Credit Losses

The Company is currently evaluating the effect of this ASU adoption on its disclosures.

NOTE 2 – CASH, CASH EQUIVALENTS AND INVESTMENTS

The Company invests excess cash primarily in bank time deposits and money market funds.

The Company’s classification of investments is as

The Company’s classification of investments is as follows:

Maturing within three months or less from the date of purchase

Cash and cash equivalents

Maturing, as of the date of purchase, more than three months, but with remaining maturities of less than one year, from the balance sheet date

Maturing, as of the date of purchase, more than three months, but

with remaining maturities of less than one year, from the balance sheet date

Short-term investments

9 unchanged sentences

The following are cash, cash equivalents and investments measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3):

February 1, 2026

October 31, 2025

13 unchanged sentences

In the event of a sale of these securities, the Company would determine the cost of the investment sold at the specific individual security level and would include any gain or loss in Interest income and other income, net , where the Company also reports periodic interest earned and the amortization (accretion) of discounts (premiums) related to these investments.

For the periods ended February 1, 2026, and October 31, 2025, the unrealized gains or losses related to short-term investments were immaterial.

As of May 3, 2026, and October 31, 2025, the unrealized gains or losses related to short-term investments were immaterial.

NOTE 3 – ACCOUNTS RECEIVABLE, NET

The components of Accounts Receivable, net at the balance sheet dates are presented below.

Accounts Receivable

Unbilled Receivables

Allowance for Credit Losses

NOTE 4 - INVENTORIES

12 unchanged sentences

Information on ROU assets resulting from finance leases, at the balance sheet dates, is presented below.

During the first half of 2025, the Company exercised its early buy-out option for a high-end lithography tool and a high-end inspection tool.

Please refer to Note 7 for further information.

Machinery and equipment

2 unchanged sentences

Three Months Ended

Six Months Ended

Depreciation Expense

8 unchanged sentences

Three Months Ended

Six Months Ended

Net income from PDMCX

16 unchanged sentences

Total liabilities

NOTE 7 - DEBT

The balance of long-term debt and its current portion was comprised of the following finance leases as described below:

Principal due:

Next 12 months

Months 13 – 24

Months 25 – 36

Months 37 – 48

Months 49 – 60

Long-term debt

Interest rate at balance sheet date

Basis spread on interest rates

Interest rate reset

Maturity date

Periodic payment amount

Lease matures

Varies as Lease matures

Periodic payment frequency

Finance lease ROU assets (carrying amount)

(1) Represents the carrying amount at the balance sheet date of the related ROU assets, in which the lessors have secured interests.

Please refer to Note 5.

Finance Lease

In April 2026, the Company received a tool component associated with the purchase of an FPD lithography tool.

Under the arrangement, the Company may either return or purchase the tool component from the vendor after a 12 -month period.

The Company has determined that the arrangement contains an embedded finance lease under ASC 842, as it contains an identified asset, has the right to direct the use of the asset and obtains substantially all the economic benefits from its use.

NOTE 8 - REVENUE

24 unchanged sentences

On an individual contract basis, the Company nets contract assets with contract liabilities for financial reporting purposes.

The Company did not identify impairment indicators for any outstanding contract assets during the three month periods ended February 1, 2026, or February 2, 2025.

The Company did not identify impairment indicators for any outstanding contract assets during the three-month and six-month periods ended May 3, 2026, or May 4, 2025.

The following table provides information about the Company’s contract balances at the balance sheet dates.

8 unchanged sentences

Three Months Ended

Six Months Ended

Revenue recognized from beginning liability

3 unchanged sentences

In the event that an amount is determined to be uncollectible, the Company charges the allowance for credit losses and derecognizes the related receivable.

The Company did not incur any credit losses on the Company’s accounts receivable during the three month periods ended February 1, 2026, or February 2, 2025.

The amount of credit losses recorded for the three-month or six-month periods ended May 3, 2026, and May 4, 2025 were not material.

The Company’s invoice terms generally range from net thirty to ninety days , depending on both the geographic market in which the transaction occurs and the Company’s payment agreements with specific customers.

1 unchanged sentence

At the time of adoption, the Company elected the practical expedient allowed under ASC Topic 606 “Revenue from Contracts with Customers” (“Topic 606”) that permits the Company not to adjust a contract’s promised amount of consideration to reflect a financing component when the period between when the Company transfers control of goods or services to customers and when the Company is paid is one year or less.

In instances when the Company is paid in advance of the Company’s performance, the Company records a contract liability and, as allowed under the practical expedient in Topic 606,

recognizes interest expense only if the period between when the Company receives payment from the customer and the date when the Company expects to be entitled to the payment is greater than one year.

Historically, advance payments the Company has

received from customers have generally not preceded the completion of the Company’s performance obligations by more than one year.

In instances when the Company is paid in advance of the Company’s performance, the Company records a contract liability and, as allowed under the practical expedient in Topic 606, recognizes interest expense only if the

period between when the Company receives payment from the customer and the date when the Company expects to be entitled to the payment is greater than one year.

Historically, advance payments the Company has received from customers have generally not

preceded the completion of the Company’s performance obligations by more than one year.

Disaggregation of Revenue

The following tables present the Company’s revenue for the three month periods ended February 1, 2026, and February 2, 2025 , disaggregated by product type, geographic origin, and timing of recognition.

The following tables present the Company’s revenue for the three-month and six-month periods ended May 3, 2026, and May 4, 2025 , disaggregated by product type, geographic origin, and timing of recognition.

Three Months Ended

Six Months Ended

Revenue by Product Type

Three Months Ended

Six Months Ended

Revenue by Geographic Origin*

2 unchanged sentences

Three Months Ended

Six Months Ended

Revenue by Timing of Recognition

2 unchanged sentences

The Company pays commissions to third-party sales agents for certain sales they procure on the Company’s behalf.

However, the bases of the commissions are the transaction prices of the sales, which

are completed in less than one year;

However, the bases of the commissions are the transaction prices of the sales, which are completed in less

than one year;

thus, no relationship is established with a customer that will result in future business.

Therefore, the Company would not recognize any portion of these sales commissions as costs of obtaining a contract, nor

does the Company currently foresee other circumstances under which the Company would recognize such assets.

Therefore, the Company would not recognize any portion of these sales commissions as costs of obtaining a contract, nor does the Company

currently foresee other circumstances under which the Company would recognize such assets.

Remaining Performance Obligations

14 unchanged sentences

Three Months Ended

Six Months Ended

Expense reported in:

8 unchanged sentences

Total expense incurred

Income tax benefits of share-based compensation

The research and development credit for the quarter ended February 1, 2026, was primarily attributable to the forfeiture of previously granted time-vesting restricted stock awards, following the departure of an

Income tax benefits on share-based compensation

The research and development credit for the six months ended May 3, 2026, was primarily attributable to the forfeiture of previously granted time-vesting restricted stock awards, following the departure of an executive.

Restricted Stock Awards

3 unchanged sentences

Three Months Ended

Six Months Ended

Number of shares granted in period

Weighted-average grant-date fair value of awards (in dollars per share)

Compensation costs not yet recognized

Weighted-average amortization period (in years)

Shares outstanding at balance sheet date

Compensation cost not yet recognized

Weighted-average amortization period for cost not yet recognized (in years)

Restricted shares outstanding at balance sheet date

Restricted Stock Units

Commencing Q2 FY25, the Company began granting restricted stock units, the restrictions on which typically lapse over a service period of one to four years .

Commencing FY25, the Company began granting restricted stock units, the restrictions on which typically lapse over a service period of one to four years .

The fair value of the awards is determined on the date of grant, based on the closing price of the Company’s common stock.

1 unchanged sentence

Three Months Ended

Six Months Ended

Number of units granted in period

Weighted-average grant-date fair value of awards (in dollars per share)

Compensation costs not yet recognized

Weighted-average amortization period (in years)

Compensation cost not yet recognized

Weighted-average amortization period for cost not yet recognized (in years)

Restricted stock units outstanding at balance sheet date

9 unchanged sentences

Three Months Ended

Six Months Ended

Number of options granted in period

1 unchanged sentence

Compensation cost not yet recognized

Weighted-average amortization period (in years)

Information regarding outstanding and exercisable option awards as of February 1, 2026, is presented below.

Weighted-average amortization period for cost not yet recognized (in years)

Information regarding outstanding and exercisable option awards as of May 3, 2026, is presented below.

Life (in years)

Outstanding and exercisable at February 1, 2026

Outstanding and exercisable at May 3, 2026

NOTE 10 - INCOME TAXES

1 unchanged sentence

The table below sets forth the primary reasons that the Company’s effective income tax rates differed from the U.S.

statutory tax rates in effect during the periods ended February 1, 2026, and February 2, 2025.

statutory tax rates in effect during the periods ended May 3, 2026, and May 4, 2025.

Reporting Period

1 unchanged sentence

Primary Reasons for Differences

Three months ended February 1, 2026

Three months ended May 3, 2026

pre-tax income being taxed at higher statutory rates in the non-U.S.

jurisdictions, and changes in uncertain tax positions in non-U.S.

jurisdictions more than offset by the impact of tax credit in a

jurisdictions have been more than offset by the impact of tax credit in a non-U.S.

jurisdiction.

Three months ended February 2, 2025

Three months ended May 4, 2025

Non-recognition of the tax benefit of losses that, in certain jurisdictions, have been offset by valuation allowances, non-U.S.

pre-tax income being taxed at higher statutory rates in the non-U.S.

jurisdictions, and changes in uncertain

tax positions in non-U.S.

jurisdictions.

and the establishment of uncertain tax positions in non-U.S.

Six months ended May 3, 2026

pre-tax income being taxed at higher statutory rates in the non-U.S.

jurisdictions, and changes in uncertain tax positions in non-U.S.

jurisdictions have been more than offset by the impact of tax credit in a non-U.S.

jurisdiction.

Six months ended May 4, 2025

Non-recognition of the tax benefit of losses that, in certain jurisdictions, have been offset by valuation allowances, non-U.S.

pre-tax income being taxed at higher statutory rates in the non-U.S.

jurisdictions, and changes in uncertain

tax positions in non-U.S.

jurisdictions.

5 unchanged sentences

Unrecognized tax benefits related to uncertain tax positions

Unrecognized tax benefits that, if recognized, would impact the effective tax rate

Unrecognized tax benefits that, if recognized, would impact the effect ive tax rate

Accrued interest and penalties related to uncertain tax positions

Subsequent to the balance sheet date of February 1, 2026, one of the subsidiaries in a foreign jurisdiction received official notice of a FY24 income tax audit, which was settled.

The impact is immaterial and will be recorded in Q2 FY26.

In addition, another subsidiary in a foreign jurisdiction reached a settlement with the local tax authority for the FY23 and FY24 income tax audits.

The impact of the settlement is also immaterial and will be recorded in Q2 FY26.

NOTE 11 - EARNINGS PER SHARE

1 unchanged sentence

Three Months Ended

Six Months Ended

Net income attributable to Photronics, Inc.

1 unchanged sentence

Effect of dilutive securities:

Share-based payment awards

Share-based awards

Potentially dilutive common shares

5 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands of shares)

Share-based payment awards, in shares

2 unchanged sentences

The Company is subject to various claims that arise in the ordinary course of business.

The Company believes that the potential liability under such claims, individually and in the aggregate, will

not have a material effect on the Company’s condensed consolidated financial statements.

The Company believes that the potential liability under such claims, individually and in the aggregate, will not have a material

effect on the Company’s condensed consolidated financial statements.

NOTE 13 - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

The following tables set forth the changes in the Company’s accumulated other comprehensive income (loss) by component (net of tax) for the three month periods ended February 1, 2026, and February 2, 2025 .

Three Months Ended February 1, 2026

The following tables set forth the changes in the Company’s accumulated other comprehensive income (loss) by component (net of tax) for the three-month and six-month periods ended May 3, 2026, and May 4, 2025 .

Three Months Ended May 3, 2026

Foreign Currency

Balance at October 31, 2025

Other comprehensive income (loss)

attributable to noncontrolling interests

Balance at February 1, 2026

Three Months Ended February 2, 2025

Other comprehensive (loss) income

Other comprehensive loss attributable to noncontrolling interests

Balance at May 3, 2026

Three Months Ended May 4, 2025

Foreign Currency

Balance at October 31, 2024

Other comprehensive income (loss)

attributable to noncontrolling interests

Balance at February 2, 2025

Other comprehensive (loss) income

Other comprehensive (loss) income attributable to noncontrolling interests

Balance at May 4, 2025

Six Months Ended May 3, 2026

Foreign Currency

Balance at October 31, 2025

Other comprehensive (loss) income

Other comprehensive income (loss) attributable to noncontrolling interests

Balance at May 3, 2026

Six Months Ended May 4, 2025

Foreign Currency

Balance at October 31, 2024

Other comprehensive (loss) income

Other comprehensive loss attributable to noncontrolling interests

Balance at May 4, 2025

NOTE 14 – SHARE REPURCHASE PROGRAM

3 unchanged sentences

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.

In June 2025, the Board of Directors authorized an additional $ 25 million share repurchase.

In June 2025, the Board of Directors authorized an additional $ 25 million of share repurchases.

In fiscal year 2025, the Company repurchased 5.0 million shares at a cost of $ 97.4 million (an average of $ 19.52 per share).

All shares repurchased under the program have been retired prior to the end of the fiscal quarter in which they were purchased.

During the three month period ended February 1, 2026, the Company did not repurchase any additional shares.

As of February 1, 2026, $ 27.6 million remained available under this authorization for the repurchase of shares.

During the three-month and six-month periods ended May 3, 2026, the Company did not repurchase any additional shares.

As of May 3, 2026, $ 27.6 million remained available under this authorization for the repurchase of shares.

NOTE 15 - SEGMENT REPORTING

2 unchanged sentences

shareholders .

The following table presents selected financial information with respect to the Company’s single operating segment for the periods ended February 1, 2026 and February 2, 2025:

The following table presents selected financial information with respect to the Company’s single operating segment for the periods ended May 3, 2026 and May 4, 2025:

Three Months Ended

Six Months Ended

Cost of goods sold

8 unchanged sentences

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