PHOTRONICS INC
For the period ended Feb 2, 2025. Filed Mar 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 2, 2025 · Filed Mar 13, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-07-28; filed 2024-09-05.
0001140361-24-040177
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-02-02; filed 2025-03-13.
0001140361-25-008608
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 14 current paragraphs.
3 unchanged; 3 reworded; 8 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to our risk factors as set forth in “Item 1A. Risk Factors” in our 2024 Form 10-K.
Added paragraphs (8)
Current report
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.
Current report
During the quarter ended February 2, 2025, the following directors and officers as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K:
Current report
On December 19, 2024, Mitchell G. Tyson, amember of our Board of Directors, adopted a Rule 10b5-1 trading arrangement (the “Tyson Plan”) providing for the sale of an aggregate of up to 30,000 shares of our common stock granted to Mr. Tyson under our compensation program. The first date any shares are permitted to be sold under the Tyson Plan is April 1, 2025 and the last day shares are permitted to be sold under the Tyson Plan is November 28, 2025.
Current report
On December 23, 2024, Christopher J. Progler, Ph.D., our Executive Vice President and Chief Technology Officer, adopted a Rule 10b5-1 trading arrangement (the “Progler Plan”) providing for the sale of an aggregate of up to 40,000 shares of our common stock granted to Dr. Progler under our compensation program. The first date any shares are permitted to be sold under the Progler Plan is March 24, 2025 and the last day shares are permitted to be sold under the Progler Plan is December 31, 2025.
Current report
The Tyson Plan and the Progler Plan are intended to satisfy the affirmative defense in Rule 10b5-1(c).
Current report
No other such plans or arrangements were adopted orterminated, including by modification, by any director or officer (as defined in Rule 16a-1 under the Exchange Act) during the quarter ended February 2, 2025.
Removed paragraphs (1)
Reworded paragraphs (3)
Previous wording
There have been no material changes to our risk factors as set forth in “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended October 31, 2023.
Current wording
There have been no material changes to our risk factors as set forth in “Item 1A. Risk Factors” in our 2024 Form 10-K.
Previous wording
On August 28, 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. As of the date of this report, there were no additional shares repurchased under this program
Current wording
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 us 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. 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 February 2, 2025, the Company repurchased 195,079 shares at a cost $4.6 million pursuant to Rule 10b-18 of the Exchange Act. All shares repurchased under the program have been retired. As of February 2, 2025, $95.4 million remained available under this authorization for the repurchase of additional shares.
Previous wording
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 10b5-1 of the Securities Act. The share repurchase program commenced on September 16, 2020, and all shares repurchased under this program were retired. The following table provides information relating to the Company’s repurchase of common stock for the third fiscal quarter of 2024. This table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.
Current wording
The following table provides information relating to the Company’s repurchase of common stock during the first quarter of fiscal year 2025. This table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.