Every material Form 8-K Photronics has filed with the SEC since January 10, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Photronics reported third quarter fiscal 2026 revenue of $216.0 million, up 2.7% from a year earlier, and GAAP diluted EPS of $0.49 versus $0.39 a year ago. Operating income fell to $45.5 million from $48.2 million, and non-GAAP diluted EPS of $0.50 was slightly below $0.51 in the prior-year quarter. The company also gave fourth quarter guidance for revenue of $207 million to $227 million.
Revenue $216.0 million, up 2.7% year-over-year and 2.9% sequentially
GAAP diluted EPS $0.49 vs $0.39 a year ago and $0.54 in the second quarter; non-GAAP diluted EPS $0.50 vs $0.51 a year ago
Operating margin 21.1% vs 22.9% a year ago
Q4 fiscal 2026 guidance: revenue $207 million to $227 million, operating margin 19% to 24%, non-GAAP diluted EPS $0.40 to $0.56
Photronics reported second quarter fiscal 2026 revenue of $209.9 million, down 0.5% from a year earlier and 6.7% from the prior quarter. GAAP net income attributable to shareholders was $31.4 million, or $0.54 per diluted share, up from $0.15 a year earlier but down from $0.74 in the first quarter. The company expects third quarter revenue of $207 million to $215 million and non-GAAP diluted EPS of $0.39 to $0.45.
Revenue of $209.9 million was down 0.5% year-over-year and 6.7% sequentially
GAAP diluted EPS was $0.54, versus $0.15 a year earlier and $0.74 in the first quarter; non-GAAP diluted EPS was $0.42, versus $0.40 a year earlier
Operating margin was 20.1%, versus 24.4% in the first quarter and 26.4% a year earlier
Third quarter fiscal 2026 guidance: revenue of $207 million to $215 million, operating margin of 18% to 20%, and non-GAAP diluted EPS of $0.39 to $0.45
Photronics reported first quarter fiscal 2026 results for the quarter ended February 1, 2026, with revenue of $225.1 million, up 6.1% from a year earlier, and GAAP diluted earnings of $0.74 per share compared with $0.68 a year earlier. The company guided second-quarter revenue to $212 million to $220 million and non-GAAP diluted EPS to $0.49 to $0.55, both below first-quarter levels, which shareholders may weigh against the year-over-year gains.
Revenue was $225.1 million, up 6.1% year over year from $212.1 million and up 4.3% from the fourth quarter of 2025.
GAAP diluted EPS was $0.74 versus $0.68 a year earlier; non-GAAP diluted EPS was $0.61 versus $0.52.
Q2 fiscal 2026 guidance: revenue of $212 million to $220 million and non-GAAP diluted EPS of $0.49 to $0.55.
Cash, cash equivalents and short-term investments were $636.9 million at quarter end; a conference call is set for February 27, 2026 at 8:30 a.m. Eastern.
Photronics appointed CFO Eric Rivera as President effective January 12, 2026, while he keeps the CFO role and principal financial officer duties. The company also named Rui (Elie) Zhang Chief Accounting Officer and Todd Alesio Senior Vice President and Chief Administrative Officer, a reshuffle the company describes as organizational clarity rather than a change in direction.
Eric Rivera, 49, appointed President effective January 12, 2026, and continues as Chief Financial Officer
Rui (Elie) Zhang, 55, appointed Chief Accounting Officer and principal accounting officer; remains Corporate Controller
Todd Alesio, 48, appointed Senior Vice President and Chief Administrative Officer; remains Head of Global Human Resources
Photronics enlarged its Board of Directors from eight to nine members and elected Michelle Almeida as an independent director effective January 1, 2026. The appointment is a board governance change with no financial results or guidance included in the filing.
Board size increased from eight to nine members; Michelle Almeida elected effective January 1, 2026
Almeida is a Certified Public Accountant with over 25 years of finance experience, currently Vice President Corporate Finance and Treasurer at Compass Datacenters
She has not yet been appointed to any Board committees and will receive compensation similar to other non-employee directors
Photronics said Executive Vice President and Chief Technology Officer Christopher Progler stepped down effective December 29, 2025, as part of a planned leadership transition after more than 20 years of service. Under his employment agreement, he is entitled to a $445,805 payment and 360 days of medical and dental coverage, conditioned on signing a release, and he is considering an advisory role with the company.
Progler stepped down as EVP and Chief Technology Officer effective December 29, 2025
Severance equal to 12 months of base salary: $445,805, paid in 26 equal installments, conditioned on a release agreement
Medical and dental coverage continues for 360 days
Progler is considering an advisory engagement with the company; CEO George Macricostas thanked him for his service
Photronics reported fiscal fourth-quarter 2025 revenue of $215.8 million, down 3.1% from a year earlier but up 2.6% from the prior quarter. GAAP net income attributable to shareholders rose to $61.8 million, or $1.07 per diluted share, helped by a $16.8 million deferred tax valuation allowance reduction, while non-GAAP EPS was $0.60 versus $0.59. For fiscal 2025, revenue fell 2.0% to $849.3 million and non-GAAP EPS was $2.01 versus $2.05, and first-quarter fiscal 2026 guidance calls for revenue of $217 million to $225 million.
Q4 fiscal 2025 revenue was $215.8 million, down 3.1% year over year and up 2.6% sequentially
Q4 GAAP diluted EPS was $1.07 versus $0.54 a year earlier; non-GAAP diluted EPS was $0.60 versus $0.59
Full-year fiscal 2025 revenue was $849.3 million, down 2.0%; non-GAAP diluted EPS was $2.01 versus $2.05
Q1 fiscal 2026 guidance: revenue of $217 million to $225 million and non-GAAP diluted EPS of $0.51 to $0.59
Photronics reported third quarter fiscal 2025 revenue of $210.4 million, down 0.3% from a year earlier, and GAAP net income attributable to shareholders of $22.9 million, or $0.39 per diluted share, versus $0.55 a year earlier. The company guided fourth quarter revenue to $201 million to $209 million and non-GAAP diluted EPS to $0.42 to $0.48, and its board raised the share repurchase authorization by $25.0 million.
Q3 fiscal 2025 revenue was $210.4 million, down 0.3% year over year and 0.3% sequentially.
GAAP diluted EPS was $0.39 versus $0.55 a year earlier; non-GAAP diluted EPS was $0.51, the same as a year earlier.
Fourth quarter fiscal 2025 guidance calls for revenue of $201 million to $209 million and non-GAAP diluted EPS of $0.42 to $0.48.
The board approved a $25.0 million increase to the share repurchase authorization.
Photronics entered into an amended employment agreement with CEO George C. Macricostas, effective May 28, 2025, the date of his appointment as CEO. The agreement sets a $675,000 annual base salary, a term ending May 28, 2028 with automatic two-year renewals, and severance terms including a change-of-control provision.
Annual base salary of $675,000, reviewed at least annually for increase only
Initial term ends May 28, 2028, with automatic two-year renewals unless 180 days' notice is given
Termination without Cause or for Good Reason pays one year of base salary; after a change of control, payments include 1.5 times base salary plus highest annual bonus
Non-compete and non-solicit covenants run 18 months after employment ends
Photronics reported fiscal second-quarter 2025 revenue of $211.0 million, down 3% year over year, and GAAP net income attributable to shareholders of $8.9 million, or $0.15 per diluted share, versus $36.3 million a year earlier. CEO Frank Lee stepped down effective with the May 28, 2025 release, and George Macricostas, a board member since 2002, took over as CEO while remaining Chairman; the company plans to amend his employment agreement, with terms to be disclosed later. Third-quarter revenue guidance of $200 million to $208 million is below the second quarter's $211.0 million.
Q2 revenue was $211.0 million, down 3% year over year; GAAP net income attributable to shareholders was $8.9 million, or $0.15 per diluted share, versus $36.3 million, or $0.58, a year earlier.
Non-GAAP diluted EPS was $0.40, compared with $0.46 in the second quarter of 2024.
Q3 fiscal 2025 guidance: revenue of $200 million to $208 million and non-GAAP diluted EPS of $0.35 to $0.41.
Dr. Frank Lee stepped down as CEO and plans to retire in the next year or two; George Macricostas became CEO while remaining Chairman, and Lee remains Chairman and President of PDMC and on the board.
Photronics entered into an employment agreement dated April 30, 2025 with Eric Rivera, its Executive Vice President and Chief Financial Officer. The agreement sets an annual base salary of $425,261, an initial term ending April 30, 2028, and severance terms including a change-of-control provision.
Annual base salary of $425,261, reviewable annually for increases only, with bonuses at the Compensation Committee's discretion
Initial term ends April 30, 2028, then renews automatically for two-year terms unless 180 days' notice is given
Without cause or for good reason: one year of base salary plus 12 months of health benefits
After a change of control: 1.5 times the sum of base salary and highest annual bonus, plus 18 months of health benefits
Photronics entered an employment agreement on April 11, 2025 with Executive Chairman George C. Macricostas, with a $500,000 base salary and a term ending January 6, 2028. The agreement sets severance terms, including enhanced payments after a change of control, and 18-month non-compete and non-solicitation covenants.
Base salary of $500,000, reviewable annually for increases only, plus discretionary annual bonus eligibility
Initial term ends January 6, 2028, then renews automatically for two-year terms unless 180 days' notice is given
Without cause or good reason: one year of base salary plus 12 months of health benefits continuation
After a change of control termination: 1.5 times the sum of base salary and highest annual bonus, plus 18 months of benefits
Photronics reported first quarter fiscal 2025 revenue of $212.1 million, down 2% from a year earlier and 5% from the prior quarter. GAAP diluted EPS rose to $0.68 from $0.42, while non-GAAP diluted EPS was $0.52, down from $0.59 in the fourth quarter of 2024; the company's GAAP profit gain includes an FX gain of $18.4 million. For second quarter fiscal 2025, the company expects revenue of $208 million to $216 million and non-GAAP diluted EPS of $0.44 to $0.50.
Q1 fiscal 2025 revenue was $212.1 million, down 2% year-over-year and 5% sequentially.
GAAP net income attributable to shareholders was $42.9 million, or $0.68 per diluted share, versus $0.42 a year earlier.
Non-GAAP diluted EPS was $0.52, compared with $0.48 a year earlier and $0.59 in the fourth quarter of 2024.
Q2 fiscal 2025 guidance: revenue of $208 million to $216 million and non-GAAP diluted EPS of $0.44 to $0.50.
Independent director Walter M. Fiederowicz notified Photronics on January 21, 2025, that he will not seek re-election to the Board at this year's annual shareholder meeting. The company states his decision was not due to a disagreement over its operations, policies or practices.
Notice given January 21, 2025; 8-K filed January 24, 2025
Walter M. Fiederowicz is a current independent Board member
Departure takes effect at the 2025 annual shareholder meeting
No disagreement with the company on operations, policies or practices, per the filing
Photronics appointed board member George Macricostas to the newly described role of Executive Chairman, effective January 6, 2025, and announced it on January 10, 2025. The filing says he and his father, Constantine (Deno) Macricostas, will no longer be considered independent directors, leaving a nine-member board with six independent directors.
George Macricostas, a Photronics director since 2002, was appointed Executive Chairman effective January 6, 2025.
David Garcia, who joined the board in December 2024, takes over Macricostas's committee assignments.
George and Deno Macricostas will no longer be considered independent; the board has nine members, six of whom are independent.
His Employment Agreement terms are yet to be agreed with the Compensation Committee and will be disclosed upon execution.
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