福尼克斯 2025年度报告
P r o xyS t a t em en tF o r m 1 0 - K CONTENTSPROXY STATEMENT ................................... 1PFORM 10-K ............................................ 1KCORPORATE INFORMATION..................BC Photronics is one of the worlds leading manufacturers of photomasks, which are high-precision photographicquartz plates containing microscopic images of electronic circuits. Photomasks are a key element in themanufacture of semiconductors and flat panel displays, and are used as masters to transfer circuit patternsonto semiconductor wafers and flat display substrates during the fabrication of integrated circuits and a varietyof flat panel displays and, to a lesser extent, other types of electrical and optical components. The photomasksare produced by Photronics at strategically located manufacturing facilities in Asia, Europe and North Americain accordance with customer-provided designs. Additional information on the Company can be accessed atwww.photronics.com. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended October 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from ___ to ___ Commission file number 0-15451 PHOTRONICS, INC. (Exact name of registrant as specified in its charter) Connecticut(State or other jurisdiction of incorporation or organization)06-0854886(IRS Employer Identification No.) 15 Secor Road, Brookfield, Connecticut 06804(Address of principal executive offices)(Zip Code)(203) 775-9000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act ((§15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of May 2, 2025, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofthe shares of the registrant’s common stock held by non-affiliates was approximately $934,773,176 (based upon the closing price of $19.22 per shareas reported by the NASDAQ Global Select Market on that date). As of December 11,2025, 59,064,641 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the U.S. Securities and Exchange Commission pursuant toregulation 14A under the Securities Exchange Act of 1934, as amended are incorporated by reference into Par
