PHOTRONICS INC
For the period ended May 4, 2025. Filed Jun 11, 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.
May 4, 2025 · Filed Jun 11, 2025
PLAB$27.36+7.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious 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 InformationCurrent report: 10-Q
Period ended 2025-05-04; filed 2025-06-11.
0001140361-25-022208
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 14 previous paragraphs and 13 current paragraphs.
5 unchanged; 4 reworded; 4 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 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.
Added paragraphs (4)
Current report
Risks Related to Tariffs and Global Trade Policies
Current report
In the second quarter of FY25, new tariffs were announced on imports to the U.S., including additional tariffs on imports from China, Taiwan, South Korea, Japan and the European Union, among others, followed by various modifications and delays. In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The U.S. Department of Commerce has initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, into, among other things, imports of semiconductors, semiconductor manufacturing equipment, and their derivative products, including downstream products that contain semiconductors. Tariffs and trade restrictions may increase costs and complexity in our supply chain, including the procurement of semiconductor manufacturing equipment, raw materials, and critical components. They may also elevate the cost of our products, reduce demand, and negatively affect customer purchasing behavior. These risks, individually or collectively, could have a material adverse effect on our business, financial condition, and results of operations.
Current report
On June 9, 2025, the Company entered into customary indemnification agreements with each of its directors. These agreements require the Company to provide indemnification and expense reimbursement to the director for losses incurred in legal proceedings related to his or her service as Company director in certain circumstances and to advance funds to the director to pay expenses as they are incurred.
Removed paragraphs (5)
Previous report
Certain lease arrangements include limitations on the amounts of dividends we may pay. Please refer to Note 7 of the condensed consolidated financial statements for information on these limitations.
Previous 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:
Previous 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.
Previous 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.
Previous report
The Tyson Plan and the Progler Plan are intended to satisfy the affirmative defense in Rule 10b5-1(c).
Reworded paragraphs (4)
Previous 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.
Current wording
There have been no material changes, except the paragraph below, to our risk factors as set forth in “Item 1A. Risk Factors” in our 2024 Form 10-K.
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 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.
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 six-month period ended May 4, 2025, the Company repurchased 3.8 million shares at a cost of $76.7 million pursuant to Rule 10b-18 of the Exchange Act. As of May 4, 2025, $23.3 million remained available under this authorization for the repurchase of additional shares.
Previous 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.
Current wording
The following table provides information relating to the Company’s repurchase of common stock during the second quarter of fiscal year 2025. This table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.
Previous wording
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.
Current wording
No 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 May 4, 2025.