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PHOTRONICS INC

For the period ended Feb 1, 2026. Filed Mar 11, 2026.

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About 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 1, 2026 · Filed Mar 11, 2026

PLAB$27.36+7.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-08-03; filed 2025-09-09.

0001140361-25-034438

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-02-01; filed 2026-03-11.

0001140361-26-009004

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 59 previous paragraphs and 60 current paragraphs.

20 unchanged; 25 reworded; 15 added; 13 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 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 (15)

Current report

We are focused on improving our competitiveness by advancing our technology and reducing costs and, in connection therewith, have invested and plan to continue to invest in manufacturing equipment to serve both the high-end photomask and mainstream markets. As we face challenges that require us to make significant improvements in our competitiveness, we continue to implement programs to streamline, drive efficiency and reduce costs in our infrastructure.

Current report

State-of-the-art production for semiconductor masks is considered to be 4 or 5 nanometer and smaller including EUV lithography for ICs and Generation 8.6 AMOLED display-based process technologies for FPDs. However, we define our high-end product category as 28nm and below for semiconductors and Generation 10.5 plus, Generation 6 and 8 AMOLED and LTPS for displays. This is consistent with current merchant mask industry definitions. Moreover, design nodes above 28nm and FPD processes for standard LCD displays below Generation 10 are considered mainstream or standard products.

Current report

At these geometries and various high-end nodes, we can produce full lines of photomasks, and there is no significant technology employed by our competitors that is not available to us. We expect advanced-generation designs to continue to move to production throughout fiscal 2026, and we believe we are well positioned to service an increasing volume of this business as a result of our investments in manufacturing processes and technology in the regions where our customers are located.

Current report

The photomask industry has been and is expected to continue to be characterized by technological change and evolving industry standards. In order to remain competitive, we will be required to continually anticipate, respond to, and utilize changing technologies. In particular, we believe that, as semiconductor geometries continue to become smaller and/or more complex, and display designs become larger or otherwise more advanced, we will be required to manufacture even more complex products, including photomasks with advanced optical proximity correction, insertion of curvilinear patterning and EUV photomasks. Additionally, demand for photomasks has been, and could in the future be, adversely affected by changes in high-performance electronics fabrication methods that affect the type or quantity of photomasks used, such as changes in semiconductor demand that favor programmable IC devices and other approaches that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology. Furthermore, increased market acceptance of alternative methods of transferring circuit designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors.

Current report

Our revenues have benefited, and our costs, including depreciation, have been affected by the increased demand for high-end-technology photomasks that require more advanced manufacturing capabilities, but generally command higher ASPs. Our year-to-date capital expenditure payments were $47.6 million and $35.2 million in Q1 FY26 and Q1 FY25, respectively. Nonetheless, we intend to continue to make the required investments to support the technological and production requirements of our customers that we believe will continue to enable our growth. This includes investments to replace end-of-life mask-making equipment with higher-performing systems that better serve our customers. In support of this effort, we expect capital expenditure payments to be approximately $330 million in fiscal year 2026.

Current report

The manufacture of photomasks for use in fabricating ICs, FPDs, and other related products built using comparable photomask-based process technologies has been, and continues to be, capital intensive. Our employees and our integrated global manufacturing network represent a significant portion of our fixed operating cost base. Should our revenue decrease as a result of a decrease in design releases from our customers, we may have excess or underutilized production capacity, which could significantly impact our operating margins, or result in write-offs from asset impairments.

Current report

Revenue in Q1 FY26 of $225.1 million represented an increase of 4.3% compared with Q4 FY25 and an increase of 6.1% from Q1 FY25 primarily due to year-over-year growth in more advanced geometries and overall semiconductor industry growth.

Current report

IC revenue increased $7.9 million or 5.0% in Q1 FY26 from Q4 FY25 primarily due to an increase in high-end of $5.5 million or 8.3% as a result of the accelerated demand in Asia before Chinese New Year. Comparing Q1 FY26 to Q1 FY25, IC revenue increased $11.4 million or 7.4% mainly due to higher demand for high-end products in Asia.

Current report

FPD revenue increased $1.4 million or 2.5% in Q1 FY26 from Q4 FY25 and $1.6 million or 2.7% from Q1 FY25 as a result of strong demand in mainstream from the China IT display market.

Current report

Gross margin remained unchanged in Q1 FY26 compared with Q4 FY25, as a favorable product mix was offset by higher labor and benefits costs.

Current report

Gross margin decreased slightly to 35.0% in Q1 FY26 from 35.6% in Q1 FY25, primarily due to changes in product mix, which resulted in higher material costs.

Current report

The effective income tax rate increased in Q1 FY26, compared with Q4 FY25, primarily due to the U.S. federal and state valuation allowance releases recorded in Q4 FY25.

Current report

The effective income tax rate decreased in Q1 FY26, compared with Q1 FY25, primarily due to an investment tax credit in a non‑U.S. jurisdiction in FY26.

Current report

The Company’s cash, cash equivalents, and restricted cash balances were negatively impacted by changes in foreign currency exchange rates during the first quarter of FY26 by $5.9 million.
Removed paragraphs (13)

Previous report

Revenue in Q3 FY25 of $210.4 million represented a decrease of 0.3% compared with Q2 FY25 and Q3 FY24, as weakness in IC revenue was partially offset by strength in FPD demand. Revenue in YTD FY25 of $633.5 million represented a decrease of 1.7% compared to the same period in FY24, primarily due to IC mainstream revenue decrease in Asia, offset slightly by an increase in FPD mainstream revenue.

Previous report

IC revenue decreased $8.1 million or 5.2% in Q3 FY25 from Q2 FY25, primarily due to a decrease in both high-end and mainstream revenue in Asia reflecting continued headwinds experienced in 2025, including geopolitical trade restrictions and unresolved tariff negotiations. Comparing Q3 FY25 to Q3 FY24, IC revenue decreased $8.1 million or 5.2%, mainly due to reduced mainstream demand in Asia, partially offset by strong high-end order patterns in the United States. IC revenue decreased $16.8 million or 3.5% in YTD FY25 from YTD FY24, mainly due to reduced mainstream demand in Asia and Europe, partially offset by increased high-end demand in the United States.

Previous report

FPD revenue increased $7.5 million or 13.5% in Q3 FY25 from Q2 FY25, driven by an increase in high-end of $9.9 million or 22.6%. Comparing Q3 FY25 to Q3 FY24, FPD revenue increased $7.5 million or 13.6%, driven by increased demand in both high-end and mainstream markets particularly in South Korea. FPD revenue increased by $6.0 million or 3.5% in YTD FY25 from YTD FY24, mainly due to increased mainstream demand in Asia.

Previous report

Gross margin decreased by 320 basis points in Q3 FY25 compared to Q2 FY25, primarily as a result of an unfavorable product mix, reflected in material costs increase of 8.2%, or 207 basis points as a percentage of revenue as well as an increase in labor and benefits costs of 6.3%, or 70 basis points as a percentage of revenue.

Previous report

Gross margin decreased by 190 basis points in Q3 FY25, from Q3 FY24, primarily as a result of an unfavorable product mix, reflected by material costs increase of 11.4%, or 278 basis points as a percentage of revenue, partially offset by a decrease in other cost of goods sold of 11.2%, or 111 basis points as a percentage of revenue.

Previous report

Gross margin decreased by 90 basis points in YTD FY25 as compared to YTD FY24, mainly due to the decrease in revenue of 1.7% as well as an unfavorable product mix resulting in material costs increase by 2.5% or 102 basis points as a percentage of revenue, partially offset by decreased labor and benefits costs of 4.3%, or 31 basis points as a percentage of revenue.

Previous report

Selling, general and administrative expenses were $55.6 million in YTD FY25, compared with $56.8 million in YTD FY24. The $1.2 million decrease from YTD FY24 was a result of a decrease in labor and benefits cost of $1.1 million.

Previous report

Research and development expenses were $12.6 million in YTD FY25, compared with $11.3 million in YTD FY24. The $1.3 million increase from YTD FY24 was a result of increased development activities in the U.S.

Previous report

Other Expense, net decreased in Q3 FY25 from Q2 FY25 by $16.4 million primarily driven by favorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar. Other Expense, net increased in Q3 FY25 from Q3 FY24 by $19.5 million primarily driven by unfavorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar.

Previous report

The effective income tax rate increases in Q3 FY25, compared with Q2 FY25 and Q3 FY24, are primarily due to changes in the jurisdictional mix of earnings.

Previous report

The effective income tax rate decrease in YTD FY25 compared with YTD FY24 is primarily due to changes in the jurisdictional mix of earnings.

Previous report

Effects of exchange rate changes on the Company’s cash, cash equivalents, and restricted cash balances increased by $16.6 million from unfavorable $6.5 million during YTD FY24 to favorable $10.1 million during the same period of FY25.
Reworded paragraphs (25)

Previous wording

Management’s discussion and analysis (“MD&A”) of the Company’s financial condition and results of operations should be read in conjunction with its condensed consolidated financial statements and related notes. Various sections of this MD&A contain forward-looking statements, all of which are presented based on current expectations, which may be adversely affected by uncertainties and risk factors (presented throughout this filing and in the Company’s Form 10-K for fiscal year 2024), that may cause actual results to materially differ from these expectations. See “Forward-Looking Statements”.

Current wording

Management’s discussion and analysis (“MD&A”) of the Company’s financial condition and results of operations should be read in conjunction with its condensed consolidated financial statements and related notes. Various sections of this MD&A contain forward-looking statements, all of which are presented based on current expectations, which may be adversely affected by uncertainties and risk factors (presented throughout this filing and in the Company’s Form 10-K for fiscal year 2025), that may cause actual results to materially differ from these expectations. See “Cautionary Statement Regarding Forward-Looking Statements”.

Previous wording

We sell substantially all of our photomasks to semiconductor designers and manufacturers, and manufacturers of FPDs. Photomask technology is also being applied to the fabrication of other higher-performance electronic products such as photonics, microelectronic mechanical systems, and certain nanotechnology applications. Our selling cycle is tightly interwoven with the development and release of new semiconductor and display designs and applications, particularly as they relate to the semiconductor industry’s migration to more advanced product innovation, design methodologies, and fabrication processes. The demand for photomasks primarily depends on design activity rather than sales volumes from products manufactured using photomask technologies. Consequently, an increase in semiconductor or display sales does not necessarily result in a corresponding increase in photomask sales. However, the reduced use of customized ICs, reductions in design complexity, other changes in the technology or methods of manufacturing or designing semiconductors, or a slowdown in the introduction of new semiconductor or display designs could reduce demand for photomasks ‒ even if the demand for semiconductors and displays increases. Advances in semiconductor, display, and photomask design and production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks. Historically, the microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity. These negative trends have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling prices, with a concomitant effect on revenue and profitability.

Current wording

We sell substantially all of our photomasks to designers and manufacturers of IC and FPD electronic devices. Photomask technology is also being applied to the fabrication of other high-technology products including advanced packaging modules, micro-optical components for applications such as virtual reality/augmented reality and silicon photonics, micro-electronic mechanical systems (MEMS), and diverse nanotechnology applications. Our selling cycle is tightly interwoven with the development and release of new semiconductor and display designs and applications, particularly as they relate to the semiconductor industry’s migration to more advanced design nodes and fabrication processes. The demand for photomasks is primarily correlated with new product design activity and to a lesser extent scaling up of manufacturing of end products. Consequently, an increase in semiconductor or display sales does not always result in a corresponding increase in photomask sales. To the extent integrated circuit and flat panel display applications rely less on new design activity, it could result in a reduction in demand for photomasks. In addition, new design methodologies driving a reduction in complexity of photomasks could also reduce demand for photomasks ‒ even if the demand for semiconductors and FPDs increases. More broadly, advances in semiconductor, display, and photomask design and production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks. While there is no indication today that such diminishing of long-range photomask demand is occurring or will occur, the microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity. These negative trends have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling prices with a concomitant effect on revenue and profitability.

Previous wording

We are typically required to fulfill customer orders within a short period of time, sometimes within twenty-four hours. This results in a minimal level of backlog, typically two to three weeks of backlog for FPD photomasks and one to two weeks for IC photomasks. However, the demand for some IC photomasks has in the past expanded beyond the industry’s capacity to supply them within the traditional time period; thus, for some products, the backlog can expand to as long as two to three months.

Current wording

We are typically required to fulfill customer orders within a short period of time, sometimes within twenty-four hours. This results in a minimal level of backlog orders, typically one to two weeks of backlog for IC photomasks and two to three weeks of backlog for FPD photomasks. However, the demand for some IC photomasks can extend longer than the traditional time period; thus, for some products, our backlog can expand to as long as two to three months.

Previous wording

The global semiconductor and FPD industries are driven by end markets which have been closely tied to consumer-driven applications of high-performance devices, including, but not limited to, mobile display devices, mobile communications, and computing solutions. While we cannot predict the timing of the industry’s transition to volume production of next-generation technology nodes, or the timing of up and down-cycles with precise accuracy, we believe that such transitions and cycles will continue into the future, beneficially and adversely affecting our business, financial condition, and operating results as they occur. We believe our ability to remain successful in these environments is dependent upon the achievement of our goals of being a service and technology leader and efficient solutions supplier, which we believe should enable us to continually reinvest in our global infrastructure.

Current wording

The global semiconductor and FPD industries are driven by end markets which have broad application in the global economy including but not limited to consumer-driven applications, data centers that support AI implementation, electric vehicles and national security. While we cannot predict the timing of the industry’s transition to volume production of next-generation technology nodes, or the timing of up and down-cycles with precise accuracy, we believe that such transitions and cycles will continue into the future, beneficially and adversely affecting our business, financial condition, and operating results as they occur. We believe our ability to remain successful in these environments is dependent upon the achievement of our goals of being a service and technology leader and efficient solutions supplier, which we believe should enable us to continually reinvest in our global infrastructure.

Previous wording

Note: All the following tabular comparisons, unless otherwise indicated, are for the three months ended August 3, 2025 (Q3 FY25), May 4, 2025 (Q2 FY25) and July 28, 2024 (Q3 FY24) and for the nine months ended August 3, 2025 (YTD FY25) and July 28, 2024 (YTD FY24).

Current wording

All the following tabular comparisons, unless otherwise indicated, are for the three months ended February 1, 2026 (Q1 FY26), October 31, 2025 (Q4 FY25) and February 2, 2025 (Q1 FY25). The tables in this section may not foot due to rounding.

Previous wording

The following tables present selected operating information expressed as a percentage of revenue. The columns may not foot due to rounding.

Current wording

The following tables present selected operating information expressed as a percentage of revenue.

Previous wording

Our quarterly revenues can be affected by the seasonal purchasing practices of our customers. As a result, demand for our products is typically reduced during the first quarter of our fiscal year by the North American, European, and Asian holiday periods, as some of our customers reduce their development and, consequently, their buying activities during those periods.

Current wording

Our quarterly revenues can be affected by the seasonal purchasing practices of our customers. As a result, demand for our products is typically impacted during the first quarter of our fiscal year by the North American, European, and Asian holiday periods, as some of our customers may adjust their buying activities during those periods.

Current wording

Quarterly Changes in Revenue by Geographic Origin ($ in millions)

Previous wording

Selling, general and administrative expenses were $18.4 million in Q3 FY25, compared with $18.1 million in Q2 FY25, and $19.4 million in Q3 FY24. The $0.3 million increase from Q2 FY25 was primarily the result of an increase in professional fees of $0.2 million. The $1.0 million decrease from Q3 FY24 was primarily the result of decreased professional fees of $0.8 million.

Current wording

Selling, general and administrative expenses were $21.3 million in Q1 FY26, compared with $20.0 million in Q4 FY25, and $19.1 million in Q1 FY25. The $1.3 million increase from Q4 FY25 and $2.2 million increase from Q1 FY25 were primarily the result of higher labor and benefits costs.

Previous wording

Research and development expenses, which primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, were $4.3 million in Q3 FY25, compared with $4.1 million in Q2 FY25, and $3.6 million in Q3 FY24. The increase from Q2 FY25 and Q3 FY24 was primarily caused by increased qualification activities in Asia.

Current wording

Research and development expenses, which primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, decreased $0.6 million to $2.6 million in Q1 FY26 from Q4 FY25; the decrease was primarily caused by reduced labor and benefits costs. Research and development expenses in Q1 FY26 decreased by $1.7 million from Q1 FY25, as a result of less labor and benefits costs and less development activity in the U.S.

Previous wording

Other Expense, net increased in YTD FY25 from YTD FY24 by $37.1 million, primarily due to foreign currency impacts which were driven by unfavorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar.

Current wording

Other Income decreased $4.2 million in Q1 FY26 from Q4 FY25 and $5.3 million from Q1 FY25, primarily due to foreign currency impacts. The foreign currency impacts were primarily driven by less favorable movements of the South Korean won and the New Taiwan dollar, against the U.S. dollar.

Previous wording

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates. The Company is currently subject to Pillar Two, but we estimate that the financial impact is immaterial. We will continue to monitor further developments to determine any potential impact in the countries in which we operate.

Current wording

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The EU effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries continue to implement similar legislation with varying effective dates. The Company is currently subject to Pillar Two, but we estimate that the financial impact is currently immaterial. We will continuously evaluate the potential impact of the Pillar Two Framework as future changes in legislation are enacted.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant changes to federal tax law and other regulatory provisions that may impact the Company. The legislation enacted will be effective for Photronics commencing in our fiscal year 2026. We will continue to monitor and evaluate the impact of the legislative changes as more guidance becomes available.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant changes to federal tax law and other regulatory provisions that may impact the Company. As the legislation enacted applies to tax years beginning after December 31, 2024, the impacts are effective starting in FY26. The Company has evaluated applicable provisions of the OBBBA for FY26 and has included the estimated impacts within the FY26 provision.

Previous wording

The effective income tax rate is sensitive to the jurisdictional mix of earnings, due in part to the non-recognition of tax benefits on losses in jurisdictions with valuation allowances where the tax benefits of the losses are not available.

Current wording

The effective income tax rate is sensitive to the jurisdictional mix of earnings.

Previous wording

Net income attributable to noncontrolling interests was $6.2 million in Q3 FY25, compared with $15.4 million in Q2 FY25 and $13.8 million in Q3 FY24; the decrease from Q2 FY25 and Q3 FY24 was the result of the decrease in net income of the Company’s joint ventures. Net income attributable to noncontrolling interests was $37.0 million in YTD FY25, compared with $46.8 million in YTD FY24. The decrease was a result of decreased net income at the Company’s joint-venture operations.

Current wording

Net income attributable to noncontrolling interests was $17.2 million in Q1 FY26, compared with $16.8 million in Q4 FY25; the increase was the result of an increase in the net incomes of our joint venture operations. Net income attributable to noncontrolling interests increased by $1.8 million in Q1 FY26 from Q1 FY25, as a result of increased net income at the Company’s China-based IC facility.

Previous wording

Cash and cash equivalents were $479.5 million and $598.5 million as of August 3, 2025, and October 31, 2024, respectively. As of August 3, 2025, total cash and cash equivalents included $416.1 million held by foreign subsidiaries, including an aggregate of $328.2 million held by our joint ventures in Taiwan and China. In addition, we currently have CNY 200 million or USD 25 million of borrowing capacity in China to support local operations. See Note 7 – Debt to the consolidated financial statements for additional information on the Company’s outstanding debt and currently available financing. The Company’s primary sources of liquidity are the Company’s cash on hand and cash we generate from operations.

Current wording

Our primary sources of liquidity are our cash on hand and cash we generate from operations. Cash and cash equivalents were $544.1 million and $492.3 million as of February 1, 2026, and October 31, 2025, respectively. As of February 1, 2026, total cash and cash equivalents included $472.2 million held by foreign subsidiaries, including an aggregate of $391.5 million held by our joint ventures in Taiwan and China. In addition, we currently have CNY 200 million or $25 million of borrowing capacity, at our discretion, in China to support local operations. This facility is subject to annual reviews and extensions with a current expiration date of July 31, 2026. As of February 1, 2026, PDMCX had no outstanding borrowings against the facility.

Previous wording

We continually evaluate alternatives for efficiently funding the Company’s capital expenditures and ongoing operations. These reviews may result in the Company’s engagement in a variety of investing and financing transactions, in the transfer of cash among subsidiaries, and/or the repatriation of cash to the U.S. The transfer of funds among subsidiaries could be subject to foreign withholding taxes; in certain jurisdictions, repatriation of these funds to the U.S. may subject them to U.S. state income taxes and/or local country withholding taxes. We believe that the Company’s liquidity, including available financing, is sufficient to meet the Company’s requirements through the next twelve months and thereafter for the foreseeable future. Through the utilization of the Company’s existing liquidity, the cash we generate from operations and short-term investments, we plan to continue to invest in the Company’s business, with the Company’s investments targeted to align with the Company’s customers’ technology road maps. In addition, we stand ready to invest in mergers, acquisitions, or strategic partnerships, should a suitable opportunity arise.

Current wording

We continually evaluate alternatives for efficiently funding our capital expenditures and ongoing operations. These reviews may result in our engagement in a variety of investing and financing transactions, in the transfer of cash among subsidiaries, and/or the repatriation of cash to the U.S. The transfer of funds among subsidiaries could be subject to foreign withholding taxes; in certain jurisdictions, repatriation of these funds to the U.S. may subject them to U.S. state income taxes and/or local country withholding taxes. We believe that our liquidity, including available financing, is sufficient to meet our requirements through the next twelve months and thereafter for the foreseeable future. Through the utilization of our existing liquidity, the cash we generate from operations and short-term investments, we plan to continue to invest in our business, with our investments targeted to align with the Company’s customers’ technology road maps. In addition, we stand ready to invest in mergers, acquisitions, or strategic partnerships, should a suitable opportunity arise.

Previous wording

We estimate capital expenditures for the Company’s fiscal year 2025 will be approximately $200 million mainly in Asia and the U.S.; these investments will be targeted towards high-end and mainstream capacity that will increase the Company’s operating capability and efficiency, and enable us to support customers’ near-term demands. As of August 3, 2025, we had outstanding capital commitments of approximately $147.2 million and accrued liabilities related to capital equipment purchases of approximately $28.3 million. Although payment timing could vary, primarily as a result of the timing of tool delivery, installation and testing, we currently estimate that we will fund $154.8 million of the Company’s total $175.5 million committed and recognized obligations for capital expenditures over the next twelve months.

Current wording

We estimate our capital expenditures for fiscal year 2026 will be approximately $330 million mainly in Asia and the U.S.; these investments will be targeted towards high-end and mainstream capacity that will increase the operating capability and efficiency, and enable us to support our customers’ near-term demands. As of February 1, 2026, we had outstanding capital commitments of approximately $190.6 million and accrued liabilities related to capital equipment purchases of approximately $29.3 million. Although payment timing could vary, primarily as a result of the timing of tool delivery, installation and testing, we currently estimate that we will fund $180.2 million of our total $219.9 million committed and recognized obligations for capital expenditures over the next twelve months.

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 to $100 million. During the nine-month period ended August 3, 2025, the Company repurchased 5 million shares for $97.4 million. 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. Depending on market conditions, we may utilize some or the entire remaining approved amount to reacquire additional shares.

Current 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 to $100 million. In June 2025, the Board of Directors authorized an additional $25 million share repurchase. During the fiscal year ended October 31, 2025, the Company repurchased 5.0 million shares for $97.4 million. During the three month period ended February 1, 2026, the Company did not repurchase any shares. As a result, $27.6 million remained available under this authorization as of February 1, 2026. Depending on market conditions, we may utilize some or the entire remaining approved amount to reacquire additional shares.

Previous wording

As discussed in Note 6– PDMCX Joint Ventureof the Company’s consolidated financial statements, DNP, the noncontrolling interest in the Company’s China-based joint venture has, under certain circumstances, the right to put its interest in the joint venture to Photronics, or to purchase the Company’s interest in the joint venture. Under all such circumstances, the sale of DNP’s interest would be at its ownership percentage of the joint venture’s net book value, with closing to take place within three business days of obtaining required approvals and clearance. As of the date of issuance of this report, DNP had not indicated its intention to exercise this right. As of August 3, 2025, Photronics and DNP each had net investments in this joint venture of approximately $153.4 million.

Current wording

As discussed in Note 6– PDMCX Joint Ventureof the Company’s condensed consolidated financial statements, DNP, the noncontrolling interest in the Company’s China-based joint venture has, under certain circumstances, the right to put its interest in the joint venture to Photronics, or to purchase the Company’s interest in the joint venture. Under all such circumstances, the sale of DNP’s interest would be at its ownership percentage of the joint venture’s net book value, with closing to take place within three business days of obtaining required approvals and clearance. As of the date of issuance of this report, DNP had not indicated its intention to exercise this right. As of February 1, 2026, Photronics and DNP each had net investments in this joint venture of approximately $169.4 million.

Previous wording

Operating Activities: Net cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the effects of changes in operating assets and liabilities. Net cash provided by operating activities decreased by $33.1 million in FY25, compared with the same period of FY24, primarily due to decreased net income.

Current wording

Operating Activities: Net cash from operating activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the effects of changes in operating assets and liabilities. Net cash provided by operating activities increased by $18.8 million in the first quarter of FY26, compared with the same period of FY25, primarily due to changes in working capital.

Previous wording

Investing Activities: Net cash flows used in investing activities increased by $31.5 million in FY25, compared to the same period in FY24, primarily driven by an increase of purchases of property, plant and equipment of $32.9 million partially offset by a decrease in purchases of short term investments of $4.0 million.

Current wording

Investing Activities: Net cash flows from investing activities decreased by $47.1 million in the first quarter of FY26, compared to the same period in FY25, primarily driven by an increase in purchases of property, plant and equipment of $12.4 million and purchases in short-term investments of $36.6 million.

Previous wording

Financing Activities: Net cash used in financing activities increased by $108.9 million in FY25, compared to the same period of FY24. This was primarily driven by the repurchase of the Company’s common shares as part of the Share Repurchase Program of $97.4 million and increase of debt repayments of $13.5 million.

Current wording

Financing Activities: Net cash from financing activities increased by $21.2 million in the first quarter of FY26, compared to the same period in FY25. This was primarily driven by a decrease in debt repayments of $15.3 million and common stock repurchases of $4.6 million.

Previous wording

The following table reconciles U.S. GAAP Net Income and Earnings per Share attributable to Photronics, Inc. shareholders to the Non-GAAP Net income and Earnings per Share attributable to Photronics, Inc. shareholders for the indicated periods. The columns may not foot due to rounding.

Current wording

The following table reconciles U.S. GAAP net income and diluted earnings per share attributable to Photronics, Inc. shareholders to the non-GAAP net income and diluted earnings per share attributable to Photronics, Inc. shareholders for the indicated periods. The columns may not foot due to rounding.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The columns may not foot due to rounding.