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
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Date of report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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(Address of principal executive offices)
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Registrant’s Telephone Number, including area code
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(Former name or former address, if changed since last report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 2, 2026, Photronics, Inc. (the “Company”) announced that Dr. Christopher J. Progler has stepped down from his position as Executive Vice President and Chief
Technology Officer of the Company, effective December 29, 2025. As provided in Dr. Progler’s Employment Agreement, Dr. Progler will be entitled to: (i) a payment of $445,805 (equal to his base salary for a 12 month period) payable in 26 equal
installments in accordance with the Company’s current pay practices, (ii) continuation of medical and dental coverage for a period of 360 days and (iii) any Accrued Obligations owed to Dr. Progler through December 29, 2025, each upon execution of
the Release Agreement proscribed in Dr. Progler’s Employment Agreement.
As part of the transition, Dr. Progler is considering an advisory engagement with the Company to support continuity on strategic priorities and to share his deep industry
experience.
On January 2, 2026, the Company issued a press release announcing the stepping down of Dr. Progler, which is attached as Exhibit 99.1 and incorporated herein by
reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Press Release dated January 2, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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PHOTRONICS, INC.
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(Registrant)
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| By: | /s/ Christopher J. Lutzo | |
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Name: Christopher J. Lutzo
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Title: Vice President,
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General Counsel and Secretary
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| Date: January 2, 2026 |
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