UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~October~~January 295, ~~2025~~2026

FORMFACTOR, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-50307

13-3711155

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7005 Southfront Road

Livermore,

94551

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (925) 290-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

FORM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.0205. ~~Results~~Costs ofAssociated ~~Operations~~with ~~and~~Exit ~~Financial~~or ~~Condition~~Disposal Activities.

On ~~October 29~~January 5, ~~2025~~2026, FormFactor, Inc. (“we”, “the Company” or “FormFactor”) ~~issued~~adopted arestructuring ~~press~~plans ~~release~~that ~~announcing~~are ~~its~~intended ~~financial~~to ~~results~~better ~~for~~align ~~the~~cost ~~third~~structure ~~quarter~~and ofsupport ~~fiscal~~gross ~~2025~~margin ~~that~~improvement ~~ended~~to onthe ~~September 27~~Company’s target financial model, ~~2025~~while also aligning manufacturing capabilities with current and anticipated business needs and the Company's strategic priorities. AAs ~~copy~~part of ~~the~~this ~~press~~restructuring ~~release~~plan, the Company is ~~furnished~~consolidating asthe ~~Exhibit~~manufacturing 99facilities located in Carlsbad, California and Baldwin Park, California.01 As a result, we have incurred, or expect to ~~this~~incur, ~~report~~personnel-related ~~and~~costs isto ~~incorporated~~sever ~~herein~~or retain approximately 200 to 300 employees. We expect the actions defined under these plans will be largely completed by ~~reference~~the end of December 2026, except facilities charges, which may extend beyond that time.

~~This~~The ~~information~~restructuring ~~and~~plans ~~the~~are ~~accompanying~~expected ~~Exhibit~~to ~~99.01~~result ~~shall~~in ~~not~~the beCompany ~~incorporated~~recording byrestructuring ~~reference~~charges ~~into~~in ~~any~~the ~~filing~~aggregate amount of ~~FormFactor~~approximately ~~with~~$30 ~~the~~to ~~Securities~~$40 ~~and~~million ~~Exchange~~on ~~Commission~~a GAAP basis, ~~whether~~estimated ~~made~~to ~~before~~be orcomprised ~~after~~primarily ~~the~~of ~~date~~$20 ~~hereof,~~to ~~regardless~~$25 million of ~~any~~cost ~~general~~related ~~incorporation~~to ~~language~~impairment inof ~~such~~leasehold ~~filing~~improvements, ~~unless~~facility ~~expressly~~exits, ~~incorporated~~and byother ~~specific~~costs, ~~reference~~$9 into ~~such~~$13 ~~filing.~~million ~~This~~of ~~information~~severance, ~~including~~retention ~~the~~and ~~accompanying~~other ~~exhibit~~employee-related costs, ~~shall~~and ~~not~~$1 ~~be deemed~~ to be$2 ~~“filed”~~million ~~for~~in ~~purposes~~contract ofand ~~Section 18~~lease oftermination ~~the~~costs. ~~Securities~~Of ~~Exchange~~these ~~Act of 1934~~amounts, asthe ~~amended,~~Company orexpects ~~otherwise subject to~~ the ~~liabilities~~majority of ~~that~~the ~~section~~charges orto ~~Sections 11~~be ~~and~~incurred ~~12(a)(2) of~~in the ~~Securities~~current ~~Act~~fiscal ~~of 1933, as amended~~year.

~~Item~~The ~~9.01. Financial~~Company ~~Statements~~expects approximately $10 to $15 million of the charges will result in future cash expenditures and ~~Exhibits~~approximately $20 to $25 million in non-cash charges.

~~(d) Exhibits~~This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the FormFactor’s current expectations and are subject to significant risks and uncertainties. The estimates of the charges and future cash expenditures associated with the plans are subject to a number of assumptions, and actual results may differ materially from these estimates. FormFactor may be required to revise these estimates in future periods, and such revisions could be material. FormFactor undertakes no obligation to update these forward-looking statements, except as required by law.

~~The~~Item ~~following~~2.06. ~~exhibit~~Material ~~is filed herewith and this list is intended to constitute the exhibit index~~Impairments.

Exhibit Number						Description
99.01						Press Release dated October 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The disclosure under Item 2.05 is incorporated by reference into this Item 2.06.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FORMFACTOR, INC.

Date:

~~October~~January 2908, ~~2025~~2026

By:

/s/ ~~ARIC~~Alan ~~MCKINNIS~~Chan

Name:

~~Aric~~Alan ~~McKinnis~~Chan

Title:

Senior Vice President, Chief ~~Financial~~Legal Officer and Secretary

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