UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~May~~June 2827, 2025

PHOTRONICS, INC.

(Exact name of registrant as specified in ~~its~~ charter)

Connecticut	0-15451	06-0854886
(State or Other Jurisdiction of) Incorporation	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Secor Road, Brookfield, CT		06804
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code

(203) 775-9000


	(Former name or former address, if changed since last report)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON STOCK, $0.01 par value per share	PLAB	NASDAQ Global Select Market

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:

☐	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))

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 2.02. Results of Operations and Financial Condition.

On May 28, 2025, Photronics, Inc. (the “Company”) issued a press release reporting second quarter fiscal 2025 results.

On May 28, 2025, the Company will conduct a conference call with respect to its financial results and other matters during which it will also disclose a slide presentation.

A copy of the press release is furnished as Exhibit 99.1 to this report and a copy of the slide presentation is furnished as Exhibit 99.2 to this report. The information contained in this Item 2.02 and the attached Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~June 2427, 2025, DrPhotronics, Inc. ~~Frank~~(the ~~Lee~~“Company”) ~~informed~~entered into an Amended Employment Agreement (the ~~Photronics~~“Employment Agreement”) with George C. Macricostas, the ~~Inc~~Company’s Chief Executive Officer. ~~Board~~The ofEmployment ~~Directors~~Agreement has an effective date of ~~his~~May ~~plans~~28, to2025, ~~retire~~which inreflects the ~~next~~date ~~year~~of ~~or two~~Mr. InMacricostas’ ~~order~~appointment toas ~~prepare~~the ~~for this~~Company’s ~~transition~~Chief Executive Officer, ~~effective~~and ~~with~~amends and restates the ~~earnings~~prior ~~release~~Employment Agreement onbetween ~~May~~the ~~28,~~Company ~~2025,~~and DrMr. ~~Lee~~Macricostas ~~has~~dated ~~stepped~~April ~~down~~11, ~~from~~2025. ~~his~~Pursuant ~~role~~to asthe ~~CEO~~Employment ~~of Photronics~~Agreement, ~~Inc~~Mr. ~~but~~Macricostas will ~~continue~~receive toan ~~focus~~annual onbase ~~the~~salary ~~company’s~~of ~~Asia~~$675,000, ~~operations~~subject ~~and~~to ~~will~~review ~~remain~~by ~~Chairman~~the ~~and~~Compensation ~~President~~Committee of the Board of Directors ~~Company's~~ at ~~PDMC~~least ~~subsidiary~~annually infor ~~Taiwan~~increase but not for decrease, ~~while~~and ~~also~~is ~~remaining~~eligible onto ~~the~~receive ~~Photronics,~~annual ~~Inc.~~bonuses ~~Board~~in the discretion of ~~Directors~~the Compensation Committee. Mr. ~~George~~ Macricostas ~~will~~is ~~simultaneously~~also ~~assume~~entitled to participate in employee benefit plans and arrangements as established by the ~~role~~Company offor ~~Chief~~similarly ~~Executive~~situated ~~Officer~~executives. The term of ~~Photronics~~Mr. Macricostas’ employment shall end on May 28, ~~Inc~~2028 (the “Initial Term”). Thereafter, ~~while~~the ~~remaining~~Employment ~~Chairman~~Agreement ofshall ~~the~~be automatically renewed and extended for consecutive ~~Board.~~ two ~~Mr.~~(2) ~~Macricostas~~year ~~has~~renewal ~~been~~terms, aunless ~~member~~either ofparty sends to the ~~Company’s~~other ~~Board~~party a notice of ~~Directors~~non-renewal ~~since~~at ~~2002,~~least ~~and~~one ~~was~~hundred ~~appointed~~eighty (180) days prior to the ~~position~~expiration of ~~Executive~~the ~~Chairman~~Initial onTerm ~~January~~or 6,any ~~2025~~then-current renewal term.

~~Mr.~~If ~~Macricostas,~~the ~~age~~Company ~~55,~~terminates ~~is an investor and entrepreneur~~Mr. HeMacricostas’ ~~was~~employment awithout ~~Founder,~~Cause ~~Chairman~~(as ~~and~~defined ~~CEO~~in ofthe ~~RagingWire~~Employment ~~Data Centers~~Agreement), ~~Inc~~or Mr., aMacricostas ~~provider~~terminates ofhis ~~mission~~employment ~~critical~~ with ~~data~~the ~~center~~Company ~~colocation~~for ~~facilities,~~Good ~~which~~Reason is(as ~~where~~defined in the ~~“Cloud”~~Employment ~~lives.~~Agreement), Mr. Macricostas ~~guided~~shall ~~the~~be ~~company~~entitled ~~through~~to anreceive: ~~80%~~(i) ~~sale~~a cash payment equal to ~~NTT~~one of(1) ~~Japan~~year inof ~~2014~~annual ~~and~~base ~~completed~~salary ~~the~~as ~~sale~~is in ~~2018.~~effect ~~Mr.~~immediately ~~Macricostas~~prior ~~has~~to ~~over~~the 30date ~~years~~ of ~~technical and~~such ~~business~~ termination, ~~management~~to ~~experience~~be paid in ~~business~~equal ~~operations~~installments, ~~and~~during ~~information~~the ~~technology.~~twelve ~~From~~(12) ~~2006,~~month ~~Mr.~~period ~~Macricostas~~following ~~has~~the ~~served~~expiration asof athe ~~director~~revocation ofperiod in the ~~Jane~~release ~~Goodall~~to ~~Institute,~~be aprovided ~~non-profit~~to ~~organization.~~the ~~Previously,~~Company; he(ii) ~~was~~for a ~~senior~~period ~~vice~~of ~~president~~twelve at(12) months ~~Photronics,~~ following ~~Inc.,~~the ~~where~~termination heof ~~was~~employment, ~~responsible~~Mr. ~~for~~Macricostas ~~all~~shall ~~aspects~~receive continuation of ~~the~~all ~~company’s~~employee IThealth ~~infrastructure.~~and ~~Mr.~~welfare ~~Macricostas~~benefits ~~also~~to ~~serves~~which ashe awas ~~Board~~entitled ~~Member~~(or ofCOBRA ~~the~~benefits ~~Macricostas~~at ~~Family~~least ~~Foundation,~~equivalent athereto); ~~non-profit~~and ~~organization~~(iii) ~~that~~any ~~funds~~accrued ~~philanthropic,~~but ~~educational~~unused vacation and ~~environmental~~ sick ~~causes.~~days, ~~Mr.~~any ~~Macricostas~~authorized ~~brings~~but ~~industry,~~unpaid ~~risk~~annual ~~management~~bonus, ~~leadership~~reimbursement ~~and~~for ~~business~~any ~~experience~~unreimbursed toexpenses, ~~the~~and ~~Board.~~all ~~Mr.~~other ~~Macricostas~~accrued ispayments, ~~the~~benefits ~~son~~and ofrights ~~Constantine~~under ~~("Deno")~~any ~~Macricostas~~benefit, ~~the~~compensation, ~~founder~~incentive, ofequity ~~Photronics,~~or ~~Inc.,~~fringe ~~who~~benefit ~~also~~plan, ~~serves~~program onor ~~the~~arrangement or ~~Photronics~~ grant (such payments, ~~Inc.~~rights ~~Board~~and ofbenefits, ~~Directors~~collectively, the “Accrued Benefits”).

~~The~~If ~~Company~~following ~~intends~~a toChange ~~amend~~of ~~its~~Control ~~existing~~(as defined in the Employment Agreement) ~~with~~during the Change of Control Period (as defined in the Employment Agreement), Mr. Macricostas tois ~~reflect~~terminated ~~his~~by ~~role~~the asCompany ~~Chief~~or ~~Executive~~any ~~Officer~~successor onfor ~~terms~~any toreason (other than for Cause), or Mr. Macricostas resigns for Good Reason, Mr. Macricostas shall be ~~agreed~~entitled to receive: (i) the Accrued Benefits; (ii) the product of (x) the greater of: (aa) the annual bonus paid or payable (annualized for any fiscal year consisting of less than twelve full months or for which Mr. Macricostas has been employed for less than twelve full months) for the most recently completed fiscal year, if any; or (bb) the average bonus (annualized for any fiscal year consisting of less than twelve full months or with respect to which Mr. Macricostas has been employed by the ~~Compensation~~Company ~~Committee~~for less than twelve full months) paid or payable to Mr. Macricostas by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the termination date occurs (such greater amount, the “Highest Annual Bonus”), and (y) a fraction, the numerator of which ~~will~~is the number of days in the current fiscal year through the expiration of the revocation period in the release to be provided to the Company, and the denominator of which is 365 (the “Stub Bonus”); (iii) an amount equal to the product of (x) 1.5; and (y) the sum of the annual base salary and the Highest Annual Bonus; and (iv) eighteen (18) months of the cost of all employee health and welfare benefits to which he was entitled. Any such payments shall be made in a lump sum, subject to statutory deductions and withholdings, in cash within the later of ~~further~~ten ~~disclosure~~(10) ~~upon~~business ~~execution~~days after the termination date, the expiration of the revocation period in the release to be provided to the Company, or any earlier time required by applicable law.

During his term of employment and for a period of eighteen (18) months thereafter, Mr. Macricostas covenants and agrees that he shall not compete, directly or indirectly with the Company or its subsidiaries or affiliates in the business of developing, manufacturing and/or marketing photomasks, which are high-precision photographic quartz or glass plates containing microscopic images of electronic circuits (the “Business”) in any geographic area in which the Company has conducted its Business during the 12-month period immediately preceding the date of termination of his employment. In addition, during the term of employment and for a period of eighteen (18) months thereafter, Mr. Macricostas covenants and agrees that he shall not, alone or with others, directly or indirectly solicit for his benefit or the benefit of any person or organization other than the Company, the employment or other services of any individual whom he knows, or reasonably should know, is an executive or consultant of the Company or any subsidiary or affiliate thereof.

The description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Report.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated May 28, 2025.
10.1	Amended Employment Agreement between the Company and George C. Macricostas dated June 27, 2025.
99.2	Photronics Q2 2025 Financial Results Conference Call May 28, 2025 slides.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	PHOTRONICS, INC.
	(Registrant)

	By:	/s/ Christopher J. Lutzo

	Name:	~~Name:~~Christopher J. Lutzo	~~Christopher J. Lutzo~~
	Title:	~~Title:~~Vice President,	~~Vice President,~~
		General Counsel and Secretary	~~General Counsel and Secretary~~
Date:	May 28, 2025
Date: July 2, 2025

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