719405AK8

• GAAP net income attributable to shareholders was $28.9 million, or $0.49 per diluted share, compared to $22.9 million, or $0.39 per diluted share, in Q3 2025.
• Non-GAAP net income attributable to shareholders was $29.4 million, or $0.50 per diluted share, compared to $29.4 million, or $0.51 per diluted share, in Q3 2025.
• IC revenue was $154.7 million (up 5% YoY and sequentially); FPD revenue was $61.4 million (down 2% YoY and sequentially).
• For Q4 fiscal 2026, the company expects revenue between $207 million and $227 million, operating margin between 19% and 24%, and non-GAAP diluted EPS between $0.40 and $0.56.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• GAAP net income attributable to shareholders was $31.4 million, or $0.54 per diluted share.
• Non-GAAP net income was $24.9 million, or $0.42 per diluted share.
• IC revenue decreased 5% year-over-year to $147.5 million; FPD revenue increased 13% to $62.4 million.
• Q3 FY2026 guidance: revenue $207-$215 million, operating margin 18%-20%, non-GAAP diluted EPS $0.39-$0.45.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Photronics, Inc. held its annual meeting of shareholders on April 8, 2026, in Brookfield, Connecticut and via webcast.
• Shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending October 31, 2026, with 44,791,040 votes for.
• A non-binding advisory resolution on named executive officer compensation was approved with 38,999,556 votes for.
• The report was filed under Item 5.07 to disclose the results of these shareholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• Revenue was $225.1 million, up 6.1% year-over-year and up 4.3% sequentially.
• Non-GAAP net income attributable to shareholders was $35.7 million, or $0.61 per diluted share.
• IC revenue was $165.3 million, up 7% year-over-year; FPD revenue was $59.8 million, up 3% year-over-year.
• Q2 FY2026 guidance: revenue between $212 million and $220 million, non-GAAP diluted EPS between $0.49 and $0.55.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Rui (Elie) Zhang, age 55, appointed Chief Accounting Officer, becoming principal accounting officer and retaining Corporate Controller role.
• Todd Alesio, age 48, appointed Senior Vice President and Chief Administrative Officer, retaining Head of Global Human Resources duties.
• No arrangements or related-party transactions were disclosed for the appointees.
• A press release announcing the appointments was issued on January 13, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• On January 1, 2026, Photronics, Inc. enlarged its Board of Directors from eight to nine members and elected Michelle Almeida as an independent director.
• She will receive compensation similar to other non-employee directors, including cash retainers and restricted stock equity compensation.
• There are no arrangements or understandings with any person regarding her election, and no related-party transactions requiring disclosure under Item 404(a).
• A press release announcing the appointment was issued on January 7, 2026, and is attached as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Dr. Christopher J. Progler stepped down as Executive Vice President and Chief Technology Officer, effective December 29, 2025.
• Dr. Progler is considering an advisory engagement with the company to support strategic continuity.
• The transition follows more than 20 years of service, with the announcement made on January 2, 2026.
• A press release dated January 2, 2026 was issued and attached as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Fourth-quarter fiscal 2025 revenue was $215.8 million, down 3.1% year-over-year and up 2.6% sequentially; GAAP net income was $61.8 million, or $1.07 per diluted share.
• Non-GAAP net income for Q4 was $34.6 million, or $0.60 per diluted share; full-year non-GAAP net income was $120.6 million, or $2.01 per diluted share.
• IC revenue for Q4 was $157.4 million (down 4% year-over-year, up 7% sequentially); FPD revenue was $58.3 million (down 1% year-over-year, down 7% sequentially).
• For Q1 fiscal 2026, the company expects revenue between $217 million and $225 million and non-GAAP EPS between $0.51 and $0.59 per diluted share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits