INTEST CORP
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Table of Contents
InTest CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 18 |
| Item 1B. | Unresolved Staff Comments | 29 |
| Item 1C. | Cybersecurity | 29 |
| Item 2. | Properties | 30 |
| Item 3. | Legal Proceedings | 30 |
| Item 4. | Mine Safety Disclosures | 30 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 31 |
| Item 6. | [Reserved] | 31 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 43 |
| Item 8. | Financial Statements and Supplementary Data | 43 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 43 |
| Item 9A. | Controls and Procedures | 43 |
| Item 9B. | Other Information | 44 |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 44 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 44 |
| Item 11. | Executive Compensation | 45 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 45 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 45 |
| Item 14. | Principal Accounting Fees and Services | 45 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 46 |
| Index to Exhibits | 47 | |
| Signatures | 51 | |
| Index to Consolidated Financial Statements and Financial Statement Schedule | F-1 | |
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2025
Unless the context otherwise indicates or requires, the terms “InTest,” “we,” “our,” “us” and the “Company,” as used in this Annual Report on Form 10-K (this “Report”), refer to InTest Corporation and our consolidated subsidiaries as a combined entity. We do not use the® or™ symbol in each instance in which one of our registered or common law trademarks appears in this Annual Report on Form 10-K, but this should not be construed as any indication that we will not assert our rights thereto to the fullest extent permissible under applicable law.
Cautionary Statement Regarding Forward-Looking Statements
From time to time, we make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”) (including this Report for the year ended December 31, 2025), in our annual report to stockholders and in other communications. These statements do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions, or our future performance or goals, projections of revenue, taxable earnings (loss), net earnings (loss), net earnings (loss) per share, capital expenditures and other financial items, that are based on management’s current expectations and estimates. Our forward-looking statements can often be identified by the use of forward-looking terminology such as “aim,” “believe,” “expect,” “intend,” “may,” “could,” “continue,” “will,” “should,” “plans,” “depending,” “projects,” “forecasts,” “focus,” “seeks,” “anticipates,” “goal,” “objective,” “target,” “estimates,” “future,” “strategy,” “vision,” or variations of such words or similar terminology. Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current expectations and estimates. These statements involve risks and uncertainties and are based upon various assumptions. Such risks and uncertainties include, but are not limited to:
our ability to execute on our VISION 2030 Strategy;
our ability to grow our presence in the Auto/Electric Vehicle (“EV”), Defense/Aerospace, Industrial, Life Sciences, Safety/Security and international markets;
the possibility of future acquisitions or dispositions and the successful integration of any acquired operations;
the success of our strategy to diversify our business by entering markets outside the semiconductor automated test equipment (“ATE”) market;
indications of a change in the market cycles in the semiconductor (“Semi”) market, or other markets we serve;
developments and trends in the Semi market, including changes in the demand for semiconductors;
our ability to convert backlog to sales and to ship product in a timely manner;
the loss of any one or more of our largest customers, or a reduction in orders by a major customer;
the availability of materials used to manufacture our products;
the impact of interruptions in our supply chain caused by external factors;
the sufficiency of cash balances, lines of credit and net cash from operations;
stock price fluctuations;
the ability to borrow funds or raise capital to finance potential acquisitions or for working capital;
our ability to meet the terms and covenants related to our credit facility;
changes in the rate of, and timing of, capital expenditures by our customers;
effects of exchange rate fluctuations;
progress of product development programs;
the anticipated market for our products;
our failure to maintain a proper and effective system of disclosure controls and internal control over financial reporting;
the availability of and retention of key personnel or our ability to hire personnel at anticipated costs; and
changes in U.S. and/or foreign trade policy and/or general economic conditions both domestically and globally.
We discuss many of these risks and uncertainties and others under “Part I; Item 1A. Risk Factors,” in this Report, and elsewhere in this Report. These risks and uncertainties, among others, could cause our actual future results to differ materially from those described in our forward-looking statements or from our prior results. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks to circumstances only as of the date on which it is made. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations, except as required by law.
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