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What changed in PHOTRONICS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PHOTRONICS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+175 added−174 removedSource: 10-K (2025-12-17) vs 10-K (2024-12-19)

Top changes in PHOTRONICS INC's 2025 10-K

175 paragraphs added · 174 removed · 142 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition to patenting, when practicable, we further protect our IP rights, and our other proprietary processes and trade secrets, by utilizing non-disclosure agreements with employees, customers, and vendors. 8 Table of Contents Seasonality Our business is typically impacted during the first quarter of our fiscal year by the North American, European, and Asian holiday periods, as some customers reduce their development and buying activities during those periods.
Biggest changeSeasonality Our business is typically impacted during the first quarter of our fiscal year by the North American, European, and Asian holiday periods, as some customers reduce their development and buying activities during those periods. 8 Table of Contents Government Contracts We are party to a limited number of fixed-price contracts with the U.S. government.
In accordance with ASC 280 – “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
In accordance with the ASC 280 – “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
Resources Raw materials used by Photronics generally include: high precision quartz substrates (including large area substrates for FPD ), which are used as photomask starting blanks and are primarily obtained from Japanese and Korean suppliers; pellicles and electronic grade chemicals, which are used in the manufacturing process; and compacts, which are durable plastic containers in which photomasks are shipped.
Resources Raw materials used by Photronics generally include: high precision quartz substrates (including large area substrates for FPD), which are used as photomask starting blanks and are primarily obtained from Japanese and South Korean suppliers; pellicles and electronic grade chemicals, which are used in the manufacturing process; and compacts, which are durable plastic containers in which photomasks are shipped.
We have eleven manufacturing facilities, which are located in Taiwan (3), China (2), Korea (1), the United States (3), and Europe (2). Our principal executive offices are located at 15 Secor Road, Brookfield, Connecticut, 06804, telephone (203) 775-9000. Our website address is http://www.photronics.com.
We have eleven manufacturing facilities, which are located in Taiwan (3), China (2), South Korea (1), the United States (3), and Europe (2). Our principal executive offices are located at 15 Secor Road, Brookfield, Connecticut, 06804, telephone (203) 775-9000. Our website address is http://www.photronics.com.
However, the demand for some IC photomasks can extend over the traditional time period; thus, for some products, our backlog can expand to as long as two to three months. The ability to manufacture high-quality photomasks within short time periods is dependent upon robust processes, efficient manufacturing methods, high production yield, available manufacturing capacity, and high equipment reliability.
However, the demand for some IC photomasks can extend beyond the traditional time period; thus, for some products, our backlog can expand to as long as two to three months. The ability to manufacture high-quality photomasks within short time periods is dependent upon robust processes, efficient manufacturing methods, high production yield, available manufacturing capacity, and high equipment reliability.
The production value of photomasks produced by merchant suppliers has transitioned from a period when there was a trend toward the divesture or closing of captive photomask operations by semiconductor manufacturers, and to an increase in the share of the market served by independent merchant manufacturers , like Photronics .
The production value of photomasks produced by merchant suppliers has transitioned from a period when there was a trend toward the divestiture or closing of captive photomask operations by semiconductor manufacturers, and to an increase in the share of the market served by independent merchant manufacturers, like Photronics.
We believe the pressure to reduce prices, together with the significant investment required in capital equipment to manufacture high-end photomasks will continue in the future. International Operations Revenues from our non-U.S. operations were approximately 83%, 86% and 85% of our total revenues in 2024, 2023 and 2022, respectively.
We believe the pressure to reduce prices, together with the significant investment required in capital equipment to manufacture high-end photomasks will continue in the future. International Operations Revenues from our non-U.S. operations were approximately 82%, 83% and 86% of our total revenues in 2025, 2024 and 2023, respectively.
The following is a list of major subjects of the regulations that pertain to our business: • Regulations, such as those under the Foreign Corrupt Practices Act that prohibit providing remuneration to government officials for the purpose of obtaining or securing business in the jurisdictions in which they serve; • Regulations that require the minimization and proper disposal of the by-products of our manufacturing processes; • Regulations that require us to provide a safe working environment for our employees; • Regulations that restrict our ability to transfer assets between operations not within the same legal jurisdiction; • Regulations that require us to provide information through the submission of government surveys; • Regulations that require us to maintain an effective system of internal accounting controls; • Regulations that prohibit us from engaging in business in specified countries, or with specified customers; • Regulations that require us to protect the personal information of our customers and employees; • Regulations that require us to accurately determine our liabilities to taxing authorities, and to settle such liabilities within their statutorily prescribed time periods; • Regulations that require us to withhold and timely remit taxes on our employees’ compensation to government authorities; • Regulations that require us to contribute to government-sponsored social insurance plans; • Regulations that require us to contribute to employee severance plans; 9 Table of Contents • Regulations that prohibit us from disseminating material nonpublic information prior to the public announcement of such information; • Regulations pertaining to financial reporting, insider transactions, executive compensation, and other areas overseen by the SEC and governing bodies in other countries in which our operations are located.
The following is a list of major subjects of the regulations that pertain to our business: • Regulations, such as those under the Foreign Corrupt Practices Act, that prohibit providing remuneration to government officials for the purpose of obtaining or securing business in the jurisdictions in which they serve; • Regulations that require the minimization and proper disposal of the by-products of our manufacturing processes; • Regulations that require us to provide a safe working environment for our employees; • Regulations that restrict our ability to transfer assets between operations not within the same legal jurisdiction; • Regulations that require us to provide information through the submission of government surveys; • Regulations that require us to maintain an effective system of internal accounting controls; • Regulations that prohibit us from engaging in business in specified countries, or with specified customers; • Regulations that require us to protect the personal information of our customers and employees; • Regulations that require us to accurately determine our liabilities to taxing authorities, and to settle such liabilities within their statutorily prescribed time periods; • Regulations that require us to withhold and timely remit taxes on our employees’ compensation to government authorities; • Regulations that require us to contribute to government-sponsored social insurance plans; • Regulations that require us to contribute to employee severance plans; • Regulations that prohibit us from disseminating material nonpublic information prior to the public announcement of such information; • Regulations pertaining to financial reporting, insider transactions, executive compensation, and other areas overseen by the SEC and governing bodies in other countries in which our operations are located. 9 Table of Contents Human Capital As of October 31, 2025, we had approximately 1,908 full-time and part-time employees worldwide.
Our competitors include Compugraphics International, Ltd., Dai Nippon Printing Co., Ltd (outside of Taiwan and China), Hoya Corporation, LG Innotek Co., Ltd., Shenzhen Newway Photomask Making Co., Ltd., Shenzhen Qingyi Photomask, Ltd., SK-Electronics Co., Ltd., Taiwan Mask Corporation, and Toppan Electronics Products Co., Ltd.
Our competitors include Compugraphics International, Ltd., Dai Nippon Printing Co., Ltd (outside of Taiwan and China), Hoya Corporation, LG Innotek Co., Ltd., Shenzhen Newway Photomask Making Co., Ltd., Shenzhen Qingyi Photomask, Ltd., SK-Electronics Co., Ltd., Taiwan Mask Corporation, and Tekscend Photomask.
Notes 10 – Revenue and Note 18 – Risks and Concentrations of our consolidated financial statements, in Part II, Item 8 of this report, respectively, present our revenue and long-lived assets by geographic area.
Note 10 – Revenue and Note 19 – Risks and Concentrations of our consolidated financial statements, in Part II, Item 8 of this report, respectively, present our revenue and long-lived assets by geographic area.
We believe these core competencies will continue to be a critical part of semiconductor and FPD manufacturing, as wafer and FPD substrate optical lithography continues to enable new high-end ICs and displays. We incurred research and development expenses of $16.6 million, $13.7 million, and $18.3 million in 2024, 2023 and 2022, respectively.
We believe these core competencies will continue to be a critical part of semiconductor and FPD manufacturing, as wafer and FPD substrate optical lithography continues to enable new high-end ICs and displays. We incurred research and development expenses of $15.8 million, $16.6 million, and $13.7 million in 2025, 2024 and 2023, respectively.
These factors, as well as any of the other risk factors related to our international business and operations that are described in Item 1A “Risk Factors,” could have a material adverse effect on our future business and financial results.
These factors, as well as any of the other risk factors related to our international business and operations including our joint venture operations in China and Taiwan are described in Item 1A “Risk Factors,” could have a material adverse effect on our future business and financial results.
Government Contracts We are party to a limited number of fixed-price contracts with the U.S. government. Revenues earned from these contracts do not comprise a significant portion of our total revenue. Government Regulation We are subject to government regulations within the U.S. and in other countries in which we produce or market our products.
Revenues earned from these contracts do not comprise a significant portion of our total revenue. Government Regulation We are subject to government regulations within the U.S. and in other countries in which we produce or market our products. The effects of compliance with these regulations are currently not material to our results of operations, capital expenditures, or competitive position.
We provide all employees a wide range of career development opportunities, both formal and informal. Our formal offerings include tuition reimbursement, leadership development experiences and vocational training. The safety of our employees is a paramount value for us.
We provide all employees with the opportunity to share their opinions in open dialogues with our human resources department and senior management. We provide all employees a wide range of career development opportunities, both formal and informal. Our formal offerings include tuition reimbursement, leadership development experiences and vocational training. The safety of our employees is a paramount value for us.
These systems are capable of producing the most advanced semiconductor and display photomasks for use in an array of products. End markets served with IC photomasks include devices used for artificial intelligence, cloud computing, microprocessors, memory, telecommunications, internet connected devices, automotive, industrial and other applications. We own a number of both high-end and mature electron beam and laser-based lithography systems.
For FPD, the mask fabrication utilizes only optical writing systems to write the mask patterns. These systems are capable of producing the most advanced semiconductor and display photomasks for use in an array of products. End markets served with IC photomasks include devices used for artificial intelligence, cloud computing, microprocessors, memory, telecommunications, internet connected devices, automotive, industrial and other applications.
See Note 10 and Note 18 to our consolidated financial statements in Part II, Item 8 of this report for the amount of revenue and long-lived assets attributable to each of our geographic areas of operations.
See Note 10 – Revenue and Note 19 – Risks and Concentrations to our consolidated financial statements in Part II, Item 8 of this report for the amount of revenue and long-lived assets attributable to each of our geographic areas of operations. Research and Development We primarily conduct research and development activities for IC photomasks at our Boise, Idaho, facility.
However, 32 nanometer and above geometries for semiconductors and Generation 8 and below (excluding AMOLED and LTPS) process technologies for displays, which we refer to as “mainstream” photomasks, constitute the majority of designs currently being fabricated in volume. At these geometries and at various high-end nodes, we can produce full lines of photomasks.
“High-end” photomasks support 28 nanometer and smaller design nodes for ICs and Generation 10.5+, AMOLED, and LTPS display-based process technologies for FPDs. However, 32 nanometer and above geometries for semiconductors and Generation 8 and below (excluding AMOLED and LTPS) process technologies for displays, which we refer to as “mainstream” photomasks, constitute the majority of designs currently being fabricated in volume.
The effects of compliance with these regulations are currently not material to our results of operations, capital expenditures, or competitive position. However, compliance with changes to existing or new regulations may have a material adverse effect on our future results of operations, capital expenditures, or competitive position.
However, compliance with changes to existing or new regulations may have a material adverse effect on our future results of operations, capital expenditures, or competitive position. We discuss the potential impact of our not adhering to a number of these regulations in Item 1A. “Risk Factors”, of this Form 10-K.
The exposed areas are developed and etched to imprint the pattern on the photomask. The photomask is then inspected for defects and conformity to the customer's design data.
The exposed areas are developed and etched to imprint the pattern on the photomask. The photomask is then inspected for defects and conformity to the customer’s design data. After the repair of any defects, the photomask is cleaned, any required pellicles (protective translucent membranes) are applied and, after final inspection, the photomask is shipped to the customer.
Moreover, there is no significant technology employed by our competitors that is not available to us. We expect advanced-generation designs to continue to be developed, and we believe we are well positioned to service an increasing volume of this business as a result of our ongoing investments in manufacturing processes and technology in the regions where our customers are located.
We expect advanced-generation designs to continue to be developed, and we believe we are well positioned to service an increasing volume of this business as a result of our ongoing investments in manufacturing processes and technology in the regions where our customers are located. 5 Table of Contents Generally, Photronics and each of its customers engage in a qualification and correlation process before we become an approved supplier.
While some of our competitors may have greater financial, sales, marketing, or other resources than Photronics, we believe that we are able to compete effectively because of our dedication to customer service, ongoing investments in state-of-the-art photomask equipment and facilities, and experienced technical employees. 7 Table of Contents Using market data from research firm Tech Insights, the total market for IC photomasks is approximately 7.8B USD (2023) and, based on internal estimates, the total market for FPD masks is approximately 930M USD (2023).
While some of our competitors may have greater financial, sales, marketing, or other resources than Photronics, we believe that we are able to compete effectively because of our dedication to customer service, ongoing investments in state-of-the-art photomask equipment and facilities, and experienced technical employees. 7 Table of Contents The semiconductor equipment industry is highly competitive and is characterized by a small number of participants ranging in size.
Additionally, we conduct site-specific research and development programs to support local, strategic customer roadmaps. All of these research and development programs and activities are undertaken to advance our competitiveness in technology and manufacturing efficiency. We also conduct application-oriented research and development, including data and service technology to support the integration of photomasks into customer processes.
Research and development for FPD photomasks is primarily conducted at Photronics Korea, Ltd., our subsidiary in South Korea. Additionally, we conduct region specific applications development programs to support local, strategic customer roadmaps. All of these research and development programs and activities are undertaken to advance our competitiveness in technology and manufacturing efficiency.
We sell our products primarily to leading semiconductor and FPD designers and manufacturers. These include integrated device manufacturers, fabless semiconductor companies, and “pure-play” foundries. During 2024, we sold our products to approximately 675 customers. Revenue from United Microelectronics Corp.
We own a number of both high-end and mature electron beam and laser-based lithography systems. We sell our products primarily to leading semiconductor and FPD designers and manufacturers. These include integrated device manufacturers, fabless semiconductor companies, and “pure-play” foundries. During 2025, we sold our products to approximately 636 customers.
In many instances, we enter into sales arrangements with an understanding that, as long as our performance is competitive, we will receive a specified percentage of that customer’s photomask orders. The first several layers of photomasks are sometimes required to be delivered to customers within twenty-four hours from the time we receive customer design data.
The first several layers of photomasks are sometimes required to be delivered to customers within twenty-four hours from the time we receive customer design data.
We support customers across the full spectrum of IC and FPD production by manufacturing photomasks using electron beam or optical (laser-based) lithography systems. For IC photomasks, the predominant writing technology used for advanced photomasks with fine-scale resolution requirements is electron beam writing systems, while FPD mask fabrication utilizes optical writing systems.
We support customers across the full spectrum of IC Production by manufacturing photomasks using electron beam or optical (laser-based) lithography systems. In addition, we have added the most advanced electron beam mask writing system for IC mask writing that employs a multi-beam writing architecture to deliver speed and performance improvements over existing systems.
Human Capital As of October 31, 2024, we had approximately 1,878 full-time and part-time employees worldwide. Our business results depend in part on our ability to successfully manage our human capital resources, including attracting, identifying, and retaining key talent.
Our business results depend in part on our ability to successfully manage our human capital resources, including attracting, identifying, and retaining key talent. Factors that may affect our ability to attract and retain qualified employees include employee morale, our reputation, competition from other employers, and availability of qualified individuals.
Currently, research and development for IC photomasks are primarily focused on photomasks enabling wafer geometries of 14 nanometer node and smaller, including EUV and, for FPDs, on Generations 8 and 10 substrate size photomasks for new TV technologies, emerging opportunities for micro- and mini-LED displays, and photomask technology needed for the complex FPD photomasks required in the manufacture of advanced mobile displays, such as AMOLED.
Currently, research and development for IC photomasks are primarily focused on photomasks enabling wafer geometries of 7 nanometer node and smaller, including EUV and, for FPDs on Generation 8.6 AMOLED and photomasks for more advanced FPD display integration across all sizes.
Generally, Photronics and each of its customers engage in a qualification and correlation process before we become an approved supplier. Thereafter, based on the customer’s specifications, we typically negotiate pricing parameters for the customer’s order. Some prices may remain in effect for an extended period of time.
Thereafter, based on the customer’s specifications, we typically negotiate pricing parameters for the customer’s order. Some prices may remain in effect for an extended period of time. In many instances, we enter into sales arrangements with an understanding that, as long as our performance is competitive, we will receive a specified percentage of that customer’s photomask orders.
In addition, revenue from Semiconductor Manufacturing International Corporation accounted for approximately 9%, 13% and 5% of our total revenues in 2024, 2023 and 2022, respectively. Our five largest customers, in the aggregate, accounted for approximately 50%, 51% and 45% of our revenue in 2024, 2023 and 2022, respectively.
No other customer represented 10% or more of consolidated revenue in any of the three fiscal years. Our five largest customers, in the aggregate, accounted for approximately 50%, 50% and 51% of our revenue in 2025, 2024 and 2023, respectively.
Factors that may affect our ability to attract and retain qualified employees include employee morale, our reputation, competition from other employers, and availability of qualified individuals. As of October 31, 2024, none of our employees at any of our worldwide facilities was represented by a union. We consider our employee relations to be good.
As of October 31, 2025, none of our employees at any of our worldwide facilities was represented by a union. We consider our employee relations to be good. We believe our commitment to our diverse human capital resources is an important component of our mission to deliver superior photomasks and customer care.
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After the repair of any defects, the photomask is cleaned, any required pellicles (protective translucent membranes) are applied and, after final inspection, the photomask is shipped to the customer. 5 Table of Contents “High-end” photomasks support 28 nanometer and smaller design nodes for ICs and Generation 10.5+, AMOLED, and LTPS display-based process technologies for FPDs.
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At these geometries and at various high-end nodes, we can produce full lines of photomasks. Moreover, there is no significant technology employed by our competitors that is not available to us.
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Research and Development We primarily conduct research and development activities for IC photomasks at our Boise, Idaho, facility and, to a lesser degree, Photronics DNP Mask Corporation (“PDMC”), our joint-venture subsidiary in Taiwan. Research and development for FPD photomasks is primarily conducted at Photronics Korea, Ltd., our subsidiary in South Korea.
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We also conduct data and service technology development efforts to support the integration of photomasks into customer processes at regions worldwide.
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Co., Ltd. accounted for approximately 15%, 14% and 15% of our total revenues in 2024, 2023 and 2022, respectively, and revenue from Samsung Electronics Co., Ltd. accounted for approximately 12%, 10% and 11% of our total revenues in those respective years.
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In addition, we note the role AI is playing in driving the technology roadmap for IC devices and our technology program covers multiple initiatives to deliver AI grade photomasks in IC and advanced packaging applications.
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We discuss the potential impact of our not adhering to a number of these regulations in Item 1A. “Risk Factors”, of this Form 10-K.
Added
For fiscal year 2025, Customer A, B and C accounted for approximately 16%, 13% and 8%, of consolidated revenue, respectively. For fiscal year 2024, Customer A, B and C accounted for approximately 15%, 12% and 9% of consolidated revenue, respectively. For fiscal year 2023, Customer A, B and C accounted for approximately 14%, 10% and 13% of consolidated revenue, respectively.
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We believe our commitment to our diverse human capital resources is an important component of our mission to deliver superior photomasks and customer care. We provide all employees with the opportunity to share their opinions in open dialogues with our human resources department and senior management.
Added
In addition to patenting, when practicable, we further protect our IP rights, and our other proprietary processes and trade secrets, by utilizing non-disclosure agreements with employees, customers, and vendors.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeHowever, trade policies and disputes and other international conflicts can result in tariffs, sanctions and other measures that restrict international trade, and can materially adversely affect the Company’s business, particularly if these measures occur in regions where the Company derives a significant portion of its revenues. 16 Table of Contents Based on the complex relationships between the United States and certain foreign countries including, but not limited to China, there is inherent risk that political, diplomatic and national security influences might lead to trade disputes, impacts and/or disruptions to our operations or our ability to sell our photomasks.
Biggest changeBased on the complex relationships between the United States and certain foreign countries including, but not limited to China, there is inherent risk that political, diplomatic and national security influences might lead to trade disputes, impacts and/or disruptions to our operations or our ability to sell our photomasks.
Factors that may influence the price of our common stock include, but are not limited to, the following: • loss of any of our key customers or suppliers; • additions or departures of key personnel; • third party sales of common stock; • short interest in our common stock; • our ability to execute our business plan, including but not limited to, our expansion into China; • announcements and consummations of business acquisitions; • operating results that fall below or exceed expectations; • announcements of forecasted earnings or material transactions; 19 Table of Contents • issuances or repurchases of our common stock; • intellectual property disputes; • reputational damage suffered with or without merit; • industry developments; • news about or disclosures made by our competitors or customers; • business combinations, divestitures, or bankruptcies by customers, suppliers, or competitors; • economic and other external factors including (but not limited to) inflation, recessions, natural disasters, military actions, political instability, or social unrest; and • period to period fluctuations in our financial results.
Factors that may influence the price of our common stock include, but are not limited to, the following: • loss of any of our key customers or suppliers; • additions or departures of key personnel; • third party sales of common stock; • short interest in our common stock; 19 Table of Contents • our ability to execute our business plan, including but not limited to, our expansion into China; • announcements and consummations of business acquisitions; • operating results that fall below or exceed expectations; • announcements of forecasted earnings or material transactions; • issuances or repurchases of our common stock; • intellectual property disputes; • reputational damage suffered with or without merit; • industry developments; • news about or disclosures made by our competitors or customers; • business combinations, divestitures, or bankruptcies by customers, suppliers, or competitors; • economic and other external factors including (but not limited to) inflation, recessions, natural disasters, military actions, political instability, or social unrest; and • period to period fluctuations in our financial results.
Our success depends, in part, upon key managerial and technical personnel, as well as our ability to continue to attract and retain additional qualified personnel. The loss of certain key personnel (for example, our chief executive officer, chief financial officer, and chief technology officer) could have a material adverse effect on our business and results of operations.
Our success depends, in part, upon key managerial and technical personnel, as well as our ability to continue to attract and retain additional qualified personnel. The loss of certain key personnel (for example, our Chief Executive Officer, Chief Financial Officer, or Chief Technology Officer) could have a material adverse effect on our business and results of operations.
These investments are subject to substantial risks which may include, but are not limited to: the inability to protect our intellectual property rights under Chinese law, which may not offer as high a level of protection as U.S. law; unexpectedly long negotiation periods with Chinese suppliers and customers; quality issues related to materials sourced from local vendors; limited access to electricity; unexpectedly high labor costs due to a tight labor supply; and difficulty in repatriating funds and selling or transferring assets.
These investments are subject to substantial risks which may include, but are not limited to: the inability to protect our intellectual property rights under Chinese law, which may not offer as high a level of protection as U.S. law; unexpectedly long negotiation periods with Chinese suppliers and customers; quality issues related to materials sourced from local vendors; unexpectedly high labor costs due to a tight labor supply; and difficulty in repatriating funds and selling or transferring assets.
In recent years, there has been an increased focus from stakeholders on environmental, social, and governance matters, including greenhouse gas emissions and climate-related risks, sustainability, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
In recent years, there has been an increased focus from stakeholders on environmental, social, and governance matters, including greenhouse gas emissions and climate-related risks, sustainability, renewable energy, water stewardship, waste management, diversity, equity and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
The photomask industry is highly competitive, and most of our customers utilize more than one photomask supplier. Our competitors include Compugraphics International, Ltd., Dai Nippon Printing Co., Ltd (outside of Taiwan and China), Hoya Corporation, LG Innotek Co., Ltd., Shenzhen Newway Photomask Making Co., Ltd., Shenzhen Qingyi Photomask, Ltd., SK-Electronics Co.
The photomask industry is highly competitive, and most of our customers utilize more than one photomask supplier. Our competitors include Compugraphics International, Ltd., Dai Nippon Printing Co., Ltd (outside of Taiwan and China), Hoya Corporation, LG Innotek Co., Ltd., Shenzhen Newway Photomask Making Co., Ltd., Shenzhen Qingyi Photomask, Ltd., SK-Electronics Co. Ltd., Taiwan Mask Corporation, and Tekscend Photomask.
Our operations have transactions and balances denominated in currencies other than the U.S. dollar; primarily the South Korean won, New Taiwan dollar, Japanese yen, Chinese renminbi, Euro, Singapore dollar, and the British pound sterling.
Our operations have transactions and balances denominated in currencies other than the U.S. dollar; primarily the South Korean won, New Taiwan dollar, Japanese yen, Chinese Yuan, Euro, Singapore dollar, and the British pound sterling.
A successful claim, or series of claims, against us could have a material adverse effect on our financial condition and results of operations and could result in a loss of one or more customers. We face risks associated with the use of sophisticated equipment and complex manufacturing processes and technologies.
A successful claim, or series of claims, against us could have a material adverse effect on our financial condition and results of operations and could result in a loss of one or more customers. 15 Table of Contents We face risks associated with the use of sophisticated equipment and complex manufacturing processes and technologies.
Revenues from our non-U.S. operations were approximately 83%, 86% and 85% of our total revenues in 2024, 2023 and 2022, respectively. We believe that maintaining significant international operations requires us to have, among other things, a local presence in the geographic markets that we supply. This requires significant investments in financial, managerial, operational, and other resources.
Revenues from our non-U.S. operations were approximately 82%, 83% and 86% of our total revenues in 2025, 2024 and 2023, respectively. We believe that maintaining significant international operations requires us to have, among other things, a local presence in the geographic markets that we supply. This requires significant investments in financial, managerial, operational, and other resources.
Additionally, the demand for photomasks has been, and could in the future be, adversely affected by changes in semiconductor and high-performance electronics fabrication methods that affect the type or quantity of photomasks utilized, such as changes in semiconductor demand that favor field-programmable gate arrays and other semiconductor designs that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology.
Additionally, the demand for photomasks has been, and could in the future be, adversely affected by changes in semiconductor and high-performance electronics fabrication methods that affect the type or quantity of photomasks utilized, such as changes in semiconductor demand that favor programmable IC devices and other approaches that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology.
Some of the risks associated with the integration of acquisitions include: potential disruption of our ongoing business; distraction of management; unforeseen claims and liabilities, including unexpected environmental exposures; unforeseen adjustments, taxes, charges and write-offs; problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities; unexpected losses of customers of, or suppliers to, the acquired business; difficulty in conforming the acquired business’ standards, processes, procedures and controls with our operations; variability in financial performance arising from the implementation of acquisition accounting; inability to coordinate new product and process development; loss of senior managers and other critical personnel; problems with new labor unions; and challenges arising from the increased scope, geographic diversity, and complexity of our operations.
Some of the risks associated with the integration of acquisitions include: potential disruption of our ongoing business; distraction of management; unforeseen claims and liabilities, including unexpected environmental exposures; unforeseen adjustments, taxes, charges and write-offs; problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities; unexpected losses of customers of, or suppliers to, the acquired business; difficulty in conforming the acquired business’ standards, processes, procedures and controls with our operations; variability in financial performance arising from the implementation of acquisition accounting; inability to coordinate new product and process development; loss of senior managers and other critical personnel; problems with new labor unions; and challenges arising from the increased scope, geographic diversity, and complexity of our operations. 14 Table of Contents Operations Related Risk Factors Our quarterly operating results fluctuate significantly and may continue to do so in the future.
During 2024, 2023 and 2022, our two largest customers accounted for an aggregate of 27%, 27% and 25%, respectively, of our revenue. Our five largest customers accounted for an aggregate of 50%, 51% and 45% of our revenue in 2024, 2023 and 2022, respectively.
During 2025, 2024 and 2023, our two largest customers accounted for an aggregate of 29%, 27% and 27%, respectively, of our revenue. Our five largest customers accounted for an aggregate of 50%, 50% and 51% of our revenue in 2025, 2024 and 2023, respectively.
The imposition of additional regulations or controls including export controls, duties, tariffs, or changes to bilateral and regional trade agreements, could negatively impact our results of operations.
The imposition of additional regulations or controls including export controls, duties, tariffs, or changes to bilateral and regional trade agreements, could negatively impact our results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Although somewhat less restrictive than the GDPR, the UK-GDPR is similar to the GDPR with respect to both an entity’s obligation to protect personal information and the imposition of significant fines for violations. 18 Table of Contents Any failure, or perceived failure, by us to comply with the GDPR or the UK-GDPR, or with any applicable regulatory requirements or orders, including, but not limited to privacy, data protection, information security, or consumer protection related privacy laws and regulations, in one or more jurisdictions within the E.U., the U.K. or elsewhere, could: result in proceedings or actions against us by governmental entities or individuals; subject us to significant fines, penalties, and/or judgments; require us to change our business practices; limit access to our products and services in certain countries, or otherwise adversely affect our business, as we would be at risk to lose both customers and revenue, and incur substantial costs.
Any failure, or perceived failure, by us to comply with the GDPR or the UK-GDPR, or with any applicable regulatory requirements or orders, including, but not limited to privacy, data protection, information security, or consumer protection related privacy laws and regulations, in one or more jurisdictions within the E.U., the U.K. or elsewhere, could: result in proceedings or actions against us by governmental entities or individuals; subject us to significant fines, penalties, and/or judgments; require us to change our business practices; limit access to our products and services in certain countries, or otherwise adversely affect our business, as we would be at risk to lose both customers and revenue, and incur substantial costs.
Our capital expenditure payments for fiscal 2025 are expected to be approximately $200 million, of which approximately $6.7 million was included in Accounts payable and Accrued liabilities on our October 31, 2024 consolidated balance sheet.
Our capital expenditure payments for fiscal 2026 are expected to be approximately $330 million, of which approximately $13.0 million was included in Accounts payable and Accrued liabilities on our October 31, 2025 consolidated balance sheet.
In 2024, we recorded a net gain from changes in foreign currency exchange rates of $2.2 million in our consolidated statement of income, while our net assets increased by $8.6 million as a result of the translation of foreign currency financial statements to U.S. dollars.
In 2025, we recorded a net loss from changes in foreign currency exchange rates of $8.3 million in our consolidated statement of income, while our net assets decreased by 0.1 million as a result of the translation of foreign currency financial statements to U.S. dollars.
The expense incurred in consummating acquisitions or entering into joint ventures, the time it takes to integrate an acquisition, or our failure to integrate businesses successfully, could result in unanticipated expenses and losses.
The expense incurred in consummating acquisitions or entering into joint ventures, the time it takes to integrate an acquisition, or our failure to integrate businesses successfully, could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from acquisitions or joint ventures.
Fluctuations in operating results may result in volatility in the prices of our common stock and financial instruments that could be linked to its value.
We have experienced fluctuations in our quarterly operating results, and we anticipate that such fluctuations will continue and could intensify in the future. Fluctuations in operating results may result in volatility in the prices of our common stock and financial instruments that could be linked to its value.
Furthermore, we may not be able to realize any of the anticipated benefits from acquisitions or joint ventures. 14 Table of Contents The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties, and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations.
The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties, and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations.
We sell substantially all of our photomasks to semiconductor or FPD designers, manufacturers and foundries, or to other high-performance electronics manufacturers. We believe that the demand for photomasks depends primarily on design activity rather than sales volume from products using photomask technologies.
We sell substantially all of our photomasks to designers and manufacturers of IC and FPD electronic devices. We believe that the demand for photomasks depends primarily on design activity rather than sales volume from products using photomask technologies. Consequently, an increase in semiconductor or FPD sales does not necessarily result in a corresponding increase in photomask sales.
In the past, competition has led to pressure to reduce prices and the need to invest in advanced manufacturing technology, which we believe contributed to the decrease in the number of independent photomask suppliers, several years ago.
Our inability to meet these competitive requirements could have a material adverse effect on our business and results of operations. In the past, competition has led to pressure to reduce prices and the need to invest in advanced manufacturing technology, which we believe contributed to the decrease in the number of independent photomask suppliers, several years ago.
Ltd., Taiwan Mask Corporation, and Toppan Electronics Products Co., Ltd. We also compete with semiconductor and FPD manufacturers’ captive photomask manufacturing operations, some of which market their photomask manufacturing services to outside customers. We expect to face continued competition from these and other suppliers in the future.
We also compete with semiconductor and FPD manufacturers' captive photomask manufacturing operations, some of which market their photomask manufacturing services to outside customers. We expect to face continued competition from these and other suppliers in the future. Some of our competitors have substantially greater financial, sales, marketing, or other resources than we do.
We are subject to various laws relating to the export of products we manufacture, and the technology related thereto, and our failure to comply with these laws could subject us to substantial fines, penalties, and even injunctions, the imposition of which could have a material adverse effect on the success of our business.
We are subject to various laws relating to the export of products we manufacture, and the technology related thereto, and our failure to comply with these laws could subject us to substantial fines, penalties, and even injunctions, the imposition of which could have a material adverse effect on the success of our business. 16 Table of Contents Certain of our products are or could be subject to the Export Administration Regulations (“EAR”) if they are manufactured in the U.S., or based on U.S. technology, or contain more than a de minimis amount of controlled U.S. content.
The nature of a joint venture requires us to share control in certain areas with unaffiliated third parties and it is always possible that the alignment that brought us and our joint venture partner together may change over time, whether due to change in business strategy, change in control, change in market conditions or applicable laws, or other events.
Investment Related Risk Factors Joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations and compel us to dedicate additional resources to these joint ventures. 13 Table of Contents The nature of a joint venture requires us to share control in certain areas with unaffiliated third parties and it is always possible that the alignment that brought us and our joint venture partner together may change over time, whether due to change in business strategy, change in control, change in market conditions or applicable laws, or other events.
Although we have technology and information security processes and disaster recovery plans in place to mitigate our risks to these vulnerabilities, these measures may not be adequate to ensure that our operations will not be disrupted, should such an event occur.
Although we have technology and information security processes and disaster recovery plans in place to mitigate our risks to these vulnerabilities, these measures may not be adequate to ensure that our operations will not be disrupted, should such an event occur. 18 Table of Contents The General Data Protection Regulation (“GDPR”) applies to the collection, use, retention, security, processing, and transfer of personally identifiable information of residents of E.U. countries.
However, we cannot offer assurances that unasserted or potential future assessments would not have a material adverse effect on our financial condition or results of operations. Our products and technology could be subject to U.S. export control laws and /or the export control laws of the foreign jurisdictions where we operate.
However, we cannot offer assurances that unasserted or potential future assessments would not have a material adverse effect on our financial condition or results of operations. Risks related to tariffs and global trade policies could adversely affect our business, financial condition, and results of operations.
These factors may have a material adverse effect on our costs or our ability to generate revenues outside of the United States and, consequently, on our business and results of operations. 15 Table of Contents We could be subject to damages based on claims brought against us by our customers, or lose customers as a result of the failure of our products to meet certain quality specifications.
These factors may have a material adverse effect on our costs or our ability to generate revenues outside of the United States and, consequently, on our business and results of operations.
Furthermore, evidence of the viability and the corresponding market acceptance of alternative methods of transferring IC designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors.
Furthermore, evidence of the viability and the corresponding market acceptance of alternative methods of transferring IC designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors. 12 Table of Contents The risk of loss of our intellectual property, trade secrets, or other sensitive business or customer confidential information or disruption of operations due to cyberattacks or data breaches could negatively impact our financial results.
Upon leaving the E.U. on January 31, 2021, the U.K. enacted a new domestic data privacy law called the “U.K. – General Data Protection Regulation” (“UK-GDPR”).
Upon leaving the E.U. on January 31, 2021, the U.K. enacted a new domestic data privacy law called the “U.K. – General Data Protection Regulation” (“UK-GDPR”). Although somewhat less restrictive than the GDPR, the UK-GDPR is similar to the GDPR with respect to both an entity’s obligation to protect personal information and the imposition of significant fines for violations.
Some of our competitors have substantially greater financial, sales, marketing, or other resources than we do. Also, when producing smaller geometry photomasks, some of our competitors may be able to more rapidly develop and produce such masks and achieve higher manufacturing yields than we can.
Also, when producing smaller geometry photomasks, some of our competitors may be able to more rapidly develop and produce such masks and achieve higher manufacturing yields than we can. We believe that consistency of product quality, timeliness of delivery, competitive pricing, technical capability and service are the principal factors considered by customers when selecting their photomask suppliers.
Removed
Consequently, an increase in semiconductor or FPD sales does not necessarily result in a corresponding increase in photomask sales.
Added
These pressures may worsen in the future, causing further consolidation.
Removed
As of the end of 2024, one alternative method, direct-write lithography, has not been proven to be a commercially viable alternative to photomasks, as it is considered to be too slow for high-volume semiconductor wafer production.
Added
We could be subject to damages based on claims brought against us by our customers, or lose customers as a result of the failure of our products to meet certain quality specifications. Our products provide important performance attributes for our customers’ products.
Removed
However, should direct-write or any other alternative method of transferring IC or FPD designs without the use of photomasks achieve market acceptance, and if we are unable to anticipate, respond to, or utilize these or other technological changes, due to resource, technological, or other constraints, our business and results of operations could be materially adversely affected. 12 Table of Contents The risk of loss of our intellectual property, trade secrets, or other sensitive business or customer confidential information or disruption of operations due to cyberattacks or data breaches could negatively impact our financial results.
Added
In FY25, new tariffs were announced on imports to the U.S., followed by various modifications and delays. Further changes are expected to be made in the future, which may include additional sector-based tariffs or other measures. The U.S.
Removed
We believe that consistency of product quality, timeliness of delivery, competitive pricing, technical capability and service are the principal factors considered by customers when selecting their photomask suppliers. Our inability to meet these competitive requirements could have a material adverse effect on our business and results of operations.
Added
Department of Commerce has initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, into, among other things, imports of semiconductors, semiconductor manufacturing equipment, and their derivative products, including downstream products that contain semiconductors.
Removed
These pressures may worsen in the future, causing further consolidation. 13 Table of Contents Investment Related Risk Factors Joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations and compel us to dedicate additional resources to these joint ventures.
Added
Tariffs and trade restrictions may increase costs and complexity in our supply chain, including the procurement of semiconductor manufacturing equipment, raw materials, and critical components. They may also elevate the cost of our products, reduce demand, and negatively affect customer purchasing behavior.
Removed
Operations Related Risk Factors Our quarterly operating results fluctuate significantly and may continue to do so in the future. We have experienced fluctuations in our quarterly operating results, and we anticipate that such fluctuations will continue and could intensify in the future.
Added
Our products and technology could be subject to U.S. export control laws and/or the export control laws of the foreign jurisdictions where we operate.
Removed
Our products provide important performance attributes for our customers’ products.
Added
However, trade policies and disputes and other international conflicts can result in tariffs, sanctions and other measures that restrict international trade, and can materially adversely affect the Company’s business, particularly if these measures occur in regions where the Company derives a significant portion of its revenues.
Removed
Certain of our products are or could be subject to the Export Administration Regulations (“EAR”) if they are manufactured in the U.S., or based on U.S. technology, or contain more than a de minimis amount of controlled U.S. content.
Added
The GDPR created a range of new compliance obligations and imposes significant fines and sanctions for violations.
Removed
The General Data Protection Regulation (“GDPR”), which went into effect in the European Union (EU) on May 25, 2018, applies to the collection, use, retention, security, processing, and transfer of personally identifiable information of residents of E.U. countries. The GDPR created a range of new compliance obligations and imposes significant fines and sanctions for violations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Cyber Security Risk Management Committee regularly reports on its activities to the full Board to promote effective coordination and to ensure that the entire Board remains apprised of the effectiveness of the cybersecurity risk management and the cybersecurity risk landscape, and also assesses how management is managing these risks. 21 Table of Contents
Biggest changeThe Committee regularly assesses how management is managing these risks and reports on its activities to the full Board of Directors at least quarterly to promote effective coordination and ensure the entire Board remains apprised of the cybersecurity risk landscape and the program's effectiveness. The day-to-day cybersecurity program is led by the Company’s Vice President, IT Infrastructure & Information Security.
Although, to date, we have not experienced a material cybersecurity incident resulting in a significant interruption of our operations, the scope of any future incident cannot be predicted with any meaningful accuracy. See “ Item 1A.
Although, to date, we have not experienced a material cybersecurity incident resulting in a significant interruption of our operations, the scope of any future incident cannot be predicted with any meaningful accuracy. See “Item 1A.
We have adopted processes designed to identify, assess and manage material risks from cybersecurity threats. Those processes include response to and an assessment of internal and external threats to the security, confidentiality, integrity and availability of our data and information systems, along with other material risks to our operations.
We have adopted processes, guided by the Center for Internet Security (CIS) Cybersecurity Framework, designed to identify, assess and manage material risks from cybersecurity threats. Those processes include response to and an assessment of internal and external threats to the security, confidentiality, integrity and availability of our data and information systems, along with other material risks to our operations.
Risk Factors ” for more information. 20 Table of Contents Governance Management is responsible for the day-to-day management of the risks we face, while our Board of Directors has responsibility for the oversight of risk management, including risks from cybersecurity threats.
Risk Factors” for more information. 20 Table of Contents Governance Management is responsible for the day-to-day management of the risks we face, while our Board of Directors has ultimate responsibility for the oversight of risk management, including risks from cybersecurity threats. The Board of Directors has delegated primary oversight of cybersecurity risk to the Cyber Security Risk Management Committee.
Our Board of Directors engages in ad hoc conversations with management on cybersecurity-related news events and discuss any significant updates to our cybersecurity risk management and initiatives.
In addition to scheduled reports, the Board of Directors engages in ad hoc conversations with management to discuss any significant updates to our cybersecurity risk management and initiatives, particularly in response to emerging threats.
In addition, we have implemented procedures over certain areas such as access on/off boarding and account management to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities.
We have implemented controls, such as Multi-Factor Authentication (MFA) and endpoint detection and response (EDR) solutions, to help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities. Furthermore, we maintain a formal, Incident Response Plan (IRP) and conduct mandatory, ongoing security awareness training for all employees.
Removed
The cybersecurity program is led by the Company’s Global VP of Data Operations and Information Technology, who provides periodic updates to the Cyber Security Risk Management Committee of our Board of Directors about the program, including information about cyber risk management governance and the status of ongoing efforts to strengthen cybersecurity effectiveness.
Added
The Committee, in turn, ensures its members either possess or have access to relevant cybersecurity and risk management expertise to effectively challenge and guide management's program.
Added
This role is supported by a dedicated security team and reports directly to the Chief Executive Officer. The Vice President, IT Infrastructure & Information Security provides formal, quarterly updates to the Cyber Security Risk Management Committee.
Added
These updates cover cyber risk management governance, the status of ongoing efforts to strengthen cybersecurity effectiveness, key risk metrics and the material outcomes of risk assessments, and significant cybersecurity-related news events impacting the industry.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES The following table presents certain information about the Company’s photomask manufacturing facilities: Location Type of Interest Allen, Texas Owned Boise, Idaho Owned Brookfield, Connecticut Owned Bridgend, Wales Leased Cheonan, Korea Owned Hefei, China Owned (1) Dresden, Germany Leased Hsinchu, Taiwan Owned (1) Hsinchu, Taiwan Leased Taichung, Taiwan Owned (1) Xiamen, China Owned (1) (1) We own our manufacturing facilities in Hefei, Taichung, Xiamen, and one of our manufacturing facilities in Hsinchu.
Biggest changePROPERTIES The following table presents certain information about the Company’s photomask manufacturing facilities: Location Type of Interest Allen, Texas Owned Boise, Idaho Owned Brookfield, Connecticut Owned Bridgend, Wales Leased Cheonan, South Korea Owned Hefei, China Owned (1) Dresden, Germany Leased Hsinchu, Taiwan Owned (1) Hsinchu, Taiwan Leased Taichung, Taiwan Owned (1) Xiamen, China Owned (1) (1) We own our manufacturing facilities in Hefei, Taichung, Xiamen, and one of our manufacturing facilities in Hsinchu.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−0 removed0 unchanged
Biggest changeIn 2022, we repurchased 0.2 million shares at a cost of $2.5 million (an average of $13.43 per share) and, since the program’s inception, we have repurchased 5.8 million shares at a cost of $68.3 million (an average of $11.70 per share). All shares repurchased under the program have been retired.
Biggest changeIn fiscal year 2025, the Company repurchased 5.0 million shares at a cost of $97.4 million (an average of $19.52 per share). All shares repurchased under the program have been retired prior to the end of the fiscal year in which they were purchased.
(d) Securities Authorized for Issuance Under Equity Compensation Plans The information regarding our equity compensation required to be disclosed by Item 201(d) of Regulation S-K is incorporated by reference from the Photronics, Inc. 2025 Definitive Proxy Statement in Item 12 of Part III of this report.
Securities Authorized for Issuance Under Equity Compensation Plans The information regarding our equity compensation required to be disclosed by Item 201(d) of Regulation S-K is incorporated by reference from the Photronics, Inc. 2026 Definitive Proxy Statement in Item 12 of Part III of this report.
The 2025 Definitive Proxy Statement will be filed within 120 days after our fiscal year ended October 31, 2024.
The 2026 Definitive Proxy Statement will be filed within 120 days after our fiscal year ended October 31, 2025.
(e) Stock Price Performance Graph 23 Table of Contents (f) Purchase of Equity Securities by Registrant and Affiliated Purchasers In September 2020, the Company’s Board of Directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act.
Stock Price Performance Graph 22 Table of Contents Purchase of Equity Securities by Registrant and Affiliated Purchasers In September 2020, the Company’s Board of Directors authorized the repurchase of up to $100 million of its common stock, pursuant to a repurchase plan under Rule 10b-18 of the Exchange Act.
(b) Approximate Number of Holders of Common Stock Based on available information, we have 215 registered shareholders. (c) Dividends To date, we have not paid any cash dividends on Photronics shares, and, for the foreseeable future, we anticipate that earnings will continue to be retained for use in our business.
Dividends To date, we have not paid any cash dividends on Photronics shares, and, for the foreseeable future, we anticipate that earnings will continue to be retained for use in our business.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market Information Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol PLAB. On December 12, 2024, the closing sale price of our common stock, per the NASDAQ Global Select Market, was $26.27.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol PLAB. Approximate Number of Holders of Common Stock Based on available information, as of December 11, 2025, we have 212 registered shareholders.
On August 28, 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million up to $100 million under the Board of Director authorization. In 2024, we did not repurchase any further shares as part of this program.
In August 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million up to $100 million. In June 2025, the Board of Directors authorized an additional $25 million share repurchase. No shares were repurchased during the three-month period ended October 31, 2025.
The repurchase authorization by the Board of Directors has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions. Share repurchases under this authorization commenced on September 16, 2020. The most recent 10b5-1 plan expired on September 15, 2022, and has not been renewed.
The repurchase authorization by the Board of Directors has no expiration date, does not obligate the Company to acquire any common stock, and is subject to market conditions. From September 2020 through October 2022, the Company repurchased 5.8 million shares at a cost of $68.3 million.
Added
As of October 31, 2025, $27.6 million remained available under this authorization for the repurchase of additional shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+16 added−17 removed22 unchanged
Biggest changeThe columns may not foot due to rounding. 33 Table of Contents Three Months ended Year ended Oct 31, 2024 July 28, 2024 Oct 31, 2023 Oct 31, 2024 Oct 31, 2023 Oct 31, 2022 Reconciliation of GAAP to Non-GAAP Net Income: GAAP Net Income attributable to Photronics, Inc. shareholders $ 33,869 $ 34,388 $ 44,611 $ 130,688 $ 125,485 $ 118,786 FX loss (gain) 7,758 (4,068 ) (13,234 ) (2,168 ) (2,466 ) (27,344 ) Estimated tax effects of above (1,936 ) 914 3,437 477 317 5,933 Estimated noncontrolling interest effects of above (2,637 ) 681 2,431 (1,407 ) 2,676 4,275 Non-GAAP Net Income attributable to Photronics, Inc. shareholders $ 37,054 $ 31,915 $ 37,245 $ 127,590 $ 126,012 $ 101,650 Weighted-average number of common shares outstanding - Diluted 62,456 62,414 62,067 62,391 61,755 61,189 Reconciliation of GAAP to Non-GAAP EPS: GAAP diluted earnings per share $ 0.54 $ 0.55 $ 0.72 $ 2.09 $ 2.03 $ 1.94 Effects of the above adjustments 0.05 (0.04 ) (0.12 ) (0.04 ) 0.01 (0.28 ) Non-GAAP diluted earnings per share $ 0.59 $ 0.51 $ 0.60 $ 2.05 $ 2.04 $ 1.66 Business Outlook Our current business outlook and guidance was provided in our Full Year and Fourth Quarter Fiscal 2024 Results earnings call, and related slide deck.
Biggest changeGAAP net income attributable to Photronics, Inc. shareholders $ 61,801 $ 22,891 $ 33,869 $ 136,405 $ 130,688 $ 125,485 FX (gain) loss (18,615 ) 14,258 7,758 8,310 (2,168 ) (2,466 ) Estimated tax effects of FX (gain) loss 4,781 (3,663 ) (1,936 ) (2,066 ) 477 317 Estimated noncontrolling interest effects of above 3,341 (4,130 ) (2,637 ) (5,342 ) (1,407 ) 2,676 Reversal of deferred tax valuation allowance (16,751 ) - - (16,751 ) - - Non-GAAP net income attributable to Photronics, Inc. shareholders $ 34,557 $ 29,356 $ 37,054 $ 120,556 $ 127,590 $ 126,012 Weighted-average number of common shares outstanding - Diluted 57,977 58,068 62,456 59,920 62,391 61,755 Reconciliation of U.S.
Non-GAAP Financial Measures Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP diluted earnings per share are “non-GAAP financial measures” as such term is defined by Regulation G of the Securities and Exchange Commission, and may differ from similarly named non-GAAP financial measures used by other companies.
Non-GAAP Financial Measures Non-GAAP Net Income attributable to Photronics, Inc. shareholders and non-GAAP diluted earnings per share attributable to Photronics, Inc. shareholders are “non-GAAP financial measures” as such term is defined by Regulation G of the Securities and Exchange Commission and may differ from similarly named non-GAAP financial measures used by other companies.
Effect of Recent Accounting Pronouncements See Note 1 to our consolidated financial statements of this report for recent accounting pronouncements that may affect our financial reporting. 35 Table of Contents
Effect of Recent Accounting Pronouncements See Note 1 to our consolidated financial statements in this report for recent accounting pronouncements that may affect our financial reporting. 35 Table of Contents
Should our revenue decrease as a result of a decrease in design releases from our customers, we may have excess or underutilized production capacity, which could significantly impact our operating margins, or result in write-offs from asset impairments. 26 Table of Contents Results of Operations The following tables present selected operating information expressed as a percentage of revenue.
Should our revenue decrease as a result of a decrease in design releases from our customers, we may have excess or underutilized production capacity, which could significantly impact our operating margins, or result in write-offs from asset impairments. 25 Table of Contents Results of Operations The following tables present selected operating information expressed as a percentage of revenue.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following should be read in conjunction with “Cautionary Statement Regarding Forward Looking Statements” and our combined consolidated financial statements and notes thereto included in Item 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following should be read in conjunction with “Cautionary Statement Regarding Forward Looking Statements” and our combined consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.
Our future results of operations and the other forward-looking statements contained in this filing and in our “Full Year and Fourth Quarter Fiscal 2024 Results” earnings call and presentation involve a number of risks and uncertainties, some of which are discussed in Part I, Item 1A of this report.
Our future results of operations and the other forward-looking statements contained in this filing and in our “Full Year and Fourth Quarter Fiscal 2025 Results” earnings call and presentation involve a number of risks and uncertainties, some of which are discussed in Part I, Item 1A of this report.
The financial tables below reconcile Photronics, Inc. financial results under GAAP to non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate our on-going performance because they enable a more meaningful comparison of historical results of our core business.
The financial tables below reconcile Photronics, Inc. financial results under U.S. GAAP to our non-GAAP financial information. We believe these non-GAAP financial measures that exclude certain items are useful for analysts and investors to evaluate the Company’s on-going performance because they enable a more meaningful comparison of historical results of the Company’s core business.
Changes in estimates related to, and resolutions of, contingencies may have a material impact on our financial performance. 34 Table of Contents • Income Taxes : Our annual tax rate is determined based on our income and the jurisdictions where it is earned, statutory tax rates, and the tax impacts of items treated differently for tax purposes than for financial reporting purposes.
Changes in estimates related to, and resolutions of, contingencies may have a material impact on our financial performance. • Income Taxes : Our annual tax rate is determined based on our income and the jurisdictions where it is earned, statutory tax rates, and the tax impacts of items treated differently for tax purposes than for financial reporting purposes.
We expect advanced-generation designs to continue to move to production throughout fiscal 2025, and we believe we are well positioned to service an increasing volume of this business as a result of our investments in manufacturing processes and technology in the regions where our customers are located. 25 Table of Contents The photomask industry has been, and is expected to continue to be characterized by technological change and evolving industry standards.
We expect advanced-generation designs to continue to move to production throughout fiscal 2026, and we believe we are well positioned to service an increasing volume of this business as a result of our investments in manufacturing processes and technology in the regions where our customers are located. 24 Table of Contents The photomask industry has been, and is expected to continue to be characterized by technological change and evolving industry standards.
The foreign currency impacts were primarily driven by unfavorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar for both periods.
The foreign currency impacts were primarily driven by favorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar for both periods.
Please refer to Notes 11 - Leases and 16 – Commitments and Contingencies to our consolidated financial statements for additional information on our lease liabilities and unrecognized commitments, respectively. On August 28, 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million up to $100 million.
Please refer to Notes 11 - Leases and 16 – Commitments and Contingencies to our consolidated financial statements for additional information on our lease liabilities and unrecognized commitments, respectively. 32 Table of Contents On August 28, 2024, the Board of Directors authorized an increase to the Company’s existing share repurchase program from the remaining $31.7 million to $100 million.
The following tables present changes in revenue disaggregated by product type and geographic origin, in Q4 FY24 and YTD FY24 from revenue in prior reporting periods.
The following tables present changes in revenue disaggregated by product type and geographic origin, in Q4 FY25 and YTD FY25 from revenue in prior reporting periods.
For a comparison of results of operations for the fiscal years ended October 31, 2023 and 2022, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Photronics Inc.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023, filed with the SEC on December 26, 2023.
For a comparison of results of operations for the fiscal years ended October 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Photronics Inc.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, filed with the SEC on December 19, 2024.
A number of other unforeseeable factors could cause actual results to differ materially from our expectations. Critical Accounting Estimates Our consolidated financial statements are based on the selection and application of accounting policies, which require management to make significant estimates and assumptions.
These factors and a number of other unforeseeable factors could cause actual results to differ materially from our expectations. 34 Table of Contents Critical Accounting Estimates Our consolidated financial statements are based on the selection and application of accounting policies, which require management to make significant estimates and assumptions.
We estimate capital expenditures for our fiscal year 2025 will be approximately $200 million; these investments will be targeted towards high-end and mainstream “point” tools that will increase our operating capacity and efficiency and enable us to support our customers’ near-term demands.
We estimate capital expenditures for our fiscal year 2026 will be approximately $330 million; these investments will be targeted towards high-end and mainstream “point” tools that will increase our operating capacity and efficiency and enable us to support our customers’ near-term demands.
In order to remain competitive, we will be required to continually anticipate, respond to, and utilize changing technologies. In particular, we believe that, as semiconductor geometries continue to become smaller, and display designs become larger or otherwise more advanced, we will be required to manufacture even more complex optically-enhanced reticles, including optical proximity correction, phase-shift and EUV photomasks.
In order to remain competitive, we will be required to continually anticipate, respond to, and utilize changing technologies. In particular, we believe that, as semiconductor geometries continue to become smaller, and display designs become larger or otherwise more advanced, we will be required to manufacture even more complex products, including photomasks with optical proximity correction, phase-shift and EUV photomasks.
Additionally, demand for photomasks has been, and could in the future be, adversely affected by changes in high-performance electronics fabrication methods that affect the type or quantity of photomasks used, such as changes in semiconductor demand that favor field-programmable gate arrays and other semiconductor designs that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology.
Additionally, demand for photomasks has been, and could in the future be, adversely affected by changes in high-performance electronics fabrication methods that affect the type or quantity of photomasks used, such as changes in semiconductor demand that favor programmable IC devices and other approaches that replace application-specific ICs, or the use of certain chip-stacking methodologies that lessen the emphasis on conventional lithography technology.
Although payment timing could vary, primarily as a result of the timing of tool delivery, installation and testing, we currently estimate that we will fund $98.1 million of our total $112.1 million committed and recognized obligations for capital expenditures over the next twelve months.
Although payment timing could vary, primarily as a result of the timing of tool delivery, installation and testing, we currently estimate that we will fund $120.0 million of our total $139.4 million committed and recognized obligations for capital expenditures over the next twelve months.
Three Months Ended October 31, 2024 July 28, 2024 October 31, 2023 Revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 63.0 64.4 62.7 Gross profit 37.0 35.6 37.3 Selling, general and administrative expenses 9.4 9.2 7.4 Research and development expenses 2.4 1.7 1.5 Operating income 25.2 24.7 28.5 Non-operating (expense) income, net (0.5 ) 4.8 8.2 Income before income tax provision 24.7 29.5 36.7 Income tax provision 6.5 6.7 8.9 Net income 18.2 22.8 27.8 Net income attributable to noncontrolling interests 2.9 6.5 8.2 Net income attributable to Photronics, Inc. shareholders 15.3 % 16.3 % 19.6 % Year Ended October 31, 2024 October 31, 2023 October 31, 2022 Revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 63.6 62.3 64.3 Gross profit 36.4 37.7 35.7 Selling, general and administrative expenses 9.0 7.8 7.8 Research and development expenses 1.9 1.5 2.2 Operating income 25.6 28.4 25.7 Non-operating income 3.0 1.9 3.3 Income before income tax provision 28.5 30.3 29.0 Income tax provision 7.3 7.9 7.3 Net income 21.2 22.4 21.7 Net income attributable to noncontrolling interests 6.1 8.3 7.3 Net income attributable to Photronics, Inc. shareholders 15.1 % 14.1 % 14.4 % 27 Table of Contents Note: All the following tabular comparisons, unless otherwise indicated, are for the three months ended October 31, 2024 (Q4 FY24), July 28, 2024 (Q3 FY24) and October 31, 2023 (Q4 FY23), and for the fiscal years ended October 31, 2024 (YTD FY24), October 31, 2023 (YTD FY23), and October 31, 2022 (YTD FY22).
Three Months Ended October 31, 2025 August 3, 2025 October 31, 2024 Revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 65.0 66.3 63.0 Gross profit 35.0 33.7 37.0 Selling, general and administrative expenses 9.3 8.8 9.4 Research and development expenses 1.5 2.0 2.4 Operating income 24.1 22.9 25.2 Non-operating (expense) income, net 11.1 (4.5 ) (0.5 ) Income before income tax provision 35.2 18.4 24.7 Income tax (benefit) provision (1.2 ) 4.6 6.5 Net income 36.4 13.8 18.2 Net income attributable to noncontrolling interests 7.8 3.0 2.9 Net income attributable to Photronics, Inc. shareholders 28.6 % 10.9 % 15.3 % Year Ended October 31, 2025 October 31, 2024 October 31, 2023 Revenue 100.0 % 100.0 % 100.0 % Cost of goods sold 64.7 63.6 62.3 Gross profit 35.3 36.4 37.7 Selling, general and administrative expenses 8.9 9.0 7.8 Research and development expenses 1.9 1.9 1.5 Operating income 24.5 25.6 28.4 Non-operating income 1.6 3.0 1.9 Income before income tax provision 26.1 28.5 30.3 Income tax provision 3.7 7.3 7.9 Net income 22.4 21.2 22.4 Net income attributable to noncontrolling interests 6.3 6.1 8.3 Net income attributable to Photronics, Inc. shareholders 16.1 % 15.1 % 14.1 % Note: All the following tabular comparisons, unless otherwise indicated, are for the three months ended October 31, 2025 (Q4 FY25), August 3, 2025 (Q3 FY25) and October 31, 2024 (Q4 FY24), and for the fiscal years ended October 31, 2025 (YTD FY25), October 31, 2024 (YTD FY24), and October 31, 2023 (YTD FY23).
Research and development expenses in Q4 FY24 increased by $1.9 million from Q4 FY23 as a result of increased development activities in the U.S. and Asia.
Research and development expenses in Q4 FY25 decreased by $2.1 million from Q4 FY24 as a result of decreased development activities in the U.S. and Asia.
These non-GAAP metrics are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other measure of consolidated results under U.S. GAAP.
These non-GAAP metrics are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss), Net income (loss) per share, or any other measure of consolidated results under U.S. GAAP. The items excluded from these non-GAAP metrics but included in the calculation of their closest U.S.
Selling, General and Administrative Expenses Selling, general and administrative expenses were $21.0 million in Q4 FY24, compared with $19.4 million in Q3 FY24, and $16.7 million in Q4 FY23. The $1.6 million increase from Q3 FY24 was primarily the result of compensation and related expenses of $1.1 million.
Selling, General and Administrative Expenses Selling, general and administrative expenses were $20.0 million in Q4 FY25, compared with $18.4 million in Q3 FY25, and $21.0 million in Q4 FY24. The $1.6 million increase from Q3 FY25 was primarily the result of additional compensation and related expenses of $1.2 million.
In addition, we currently have $42.2 million in short-term investments and RMB 200 million (approximately $28.1 million) of borrowing capacity in China to support local operations. See Note 8 – Debt to the consolidated financial statements for additional information on our outstanding debt and currently available financing.
In addition, we currently have $95.9 million in short-term investments and CNY 200 million or USD 25 million of borrowing capacity in China to support local operations. See Note 8 – Debt to the consolidated financial statements for additional information on our outstanding debt and currently available financing.
Research and Development Expenses Research and development expenses, which primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, increased $1.7 million to $5.3 million in Q4 FY24, from Q3 FY24; the increase was primarily caused by increased qualification activities.
Research and Development Expenses Research and development expenses, which primarily consist of development and qualification efforts related to process technologies for high-end IC and FPD applications, decreased $1.1 million to $3.2 million in Q4 FY25, from Q3 FY25; the decrease was primarily caused by decreased qualification activities in the U.S.
Quarterly Changes in Revenue by Product Type ($ in millions) Q4 FY24 compared with Q3 FY24 Q4 FY24 compared with Q4 FY23 Revenue in Q4 FY24 Increase (Decrease) Percent Change Increase (Decrease) Percent Change IC High-end * $ 60.1 $ 10.6 21.3 % $ 2.4 4.1 % Mainstream 103.6 (2.8 ) (2.5 )% (3.2 ) (2.9 )% Total IC $ 163.7 $ 7.8 5.0 % $ (0.8 ) (0.5 )% FPD High-end * $ 48.4 $ - 0.0 % $ (4.9 ) (9.2 )% Mainstream 10.5 3.8 56.6 % 0.8 8.3 % Total FPD $ 58.9 $ 3.8 6.9 % $ (4.1 ) (6.5 )% Total Revenue $ 222.6 $ 11.6 5.5 % $ (4.9 ) (2.1 )% * High-end photomasks typically have higher ASPs than mainstream products.
Quarterly Changes in Revenue by Product Type ($ in millions) Q4 FY25 compared with Q3 FY25 Q4 FY25 compared with Q4 FY24 Revenue in Increase Percent Increase Percent Q4 FY25 (Decrease) Change (Decrease) Change IC High-end * $ 65.8 $ 12.2 22.7 % $ 5.8 9.6 % Mainstream 91.6 (2.5 ) (2.7 )% (12.1 ) (11.6 )% Total IC $ 157.4 $ 9.7 6.5 % $ (6.3 ) (3.8 )% FPD High-end * $ 48.7 $ (4.8 ) (8.9 )% $ 0.4 0.8 % Mainstream 9.6 0.5 5.5 % (0.9 ) (8.8 )% Total FPD $ 58.3 $ (4.3 ) (6.8 )% $ (0.5 ) (0.9 )% Total Revenue $ 215.8 $ 5.4 2.6 % $ (6.8 ) (3.1 )% * High-end photomasks typically have higher ASPs than mainstream products.
Quarterly Changes in Revenue by Geographic Origin ($ in millions) ** Q4 FY24 compared with Q3 FY24 Q4 FY24 compared with Q4 FY23 Revenue in Q4 FY24 Increase (Decrease) Percent Change Increase (Decrease) Percent Change Taiwan $ 69.7 $ 1.5 2.3 % $ (9.6 ) (12.1 )% China 60.8 5.5 10.0 % 1.6 2.7 % Korea 40.0 1.6 4.1 % (2.2 ) (5.2 )% United States 41.7 2.9 7.6 % 5.0 13.5 % Europe 9.9 0.1 1.0 % 0.5 5.7 % Other 0.5 - (1.2 )% (0.2 ) (27.9 )% Total revenue $ 222.6 $ 11.6 5.5 % $ (4.9 ) (2.1 )% ** This table disaggregates revenue by the location in which it was earned. 28 Table of Contents Revenue in Q4 FY24 of $222.6 million represented an increase of 5.5% compared with Q3 FY24, and a decrease of 2.1% from Q4 FY23.
Quarterly Changes in Revenue by Geographic Origin ($ in millions) ** Q4 FY25 compared with Q3 FY25 Q4 FY25 compared with Q4 FY24 Revenue in Increase Percent Increase Percent Q4 FY25 (Decrease) Change (Decrease) Change Taiwan $ 67.3 $ (1.1 ) (1.6 )% $ (2.4 ) (3.4 )% China 58.1 7.5 14.8 % (2.7 ) (4.5 )% South Korea 37.0 (6.7 ) (15.4 )% (3.0 ) (7.5 )% United States 43.5 5.7 15.3 % 1.8 4.2 % Europe 9.0 (0.1 ) (1.3 )% (0.9 ) (9.4 )% Other 0.9 0.1 11.1 % 0.4 87.2 % Total revenue $ 215.8 $ 5.4 2.6 % $ (6.8 ) (3.1 )% ** This table disaggregates revenue by the location in which it was earned. 27 Table of Contents Revenue in Q4 FY25 of $215.8 million represented an increase of 2.6% compared with Q3 FY25, and a decrease of 3.1% from Q4 FY24.
As of October 31, 2024, we had outstanding capital commitments of approximately $105.4 million and accrued liabilities related to capital equipment purchases of approximately $6.7 million.
As of October 31, 2025, we had outstanding capital commitments of approximately $126.4 million and accrued liabilities related to capital equipment purchases of approximately $13.0 million.
Year-over-Year Changes in Revenue by Product Type ($ in millions) YTD FY24 compared with YTD FY23 Revenue in YTD FY24 Increase (Decrease) Percent Change IC High-end * $ 228.5 $ 33.5 17.2 % Mainstream 409.6 (46.7 ) (10.2 )% Total IC $ 638.1 $ (13.2 ) (2.0 )% FPD High-end * $ 195.4 $ (5.5 ) (2.7 )% Mainstream 33.4 (6.5 ) (16.3 )% Total FPD $ 228.8 $ (12.0 ) (5.0 )% Total Revenue $ 866.9 $ (25.2 ) (2.8 )% * High-end photomasks typically have higher ASPs than mainstream photomasks.
Year-over-Year Changes in Revenue by Product Type ($ in millions) YTD FY25 compared with YTD FY24 Revenue in Increase Percent YTD FY25 (Decrease) Change IC High-end * $ 238.9 $ 10.4 4.6 % Mainstream 376.2 (33.4 ) (8.2 )% Total IC $ 615.1 $ (23.0 ) (3.6 )% FPD High-end * $ 195.5 $ 0.2 0.1 % Mainstream 38.7 5.2 15.7 % Total FPD $ 234.2 $ 5.4 2.4 % Total Revenue $ 849.3 $ (17.6 ) (2.0 )% * High-end photomasks typically have higher ASPs than mainstream photomasks.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests was $6.4 million in Q4 FY24, compared with $13.8 million in Q3 FY24; the decrease was the result of a net decrease in the net incomes of our joint venture operations.
Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests was $16.8 million in Q4 FY25, compared with $6.2 million in Q3 FY25; the increase of $10.6 million was the result of an increase in the net incomes of our joint venture operations.
Overview We sell substantially all of our photomasks to semiconductor designers and manufacturers, and manufacturers of FPDs. Photomask technology is also being applied to the fabrication of other higher-performance electronic products such as virtual reality/augmented reality advanced IC packages, photonics, micro-electronic mechanical systems, and certain nanotechnology applications.
Overview We sell substantially all of our photomasks to designers and manufacturers of IC and FPD electronic devices. Photomask technology is also being applied to the fabrication of other high-technology products including advanced packaging modules, micro optical components for applications such as virtual reality/augmented reality and silicon photonics, micro-electronic mechanical systems (MEMS), and diverse nanotechnology applications.
On a year-to-date basis, research and development expenses increased $2.9 million, to $16.6 million, primarily due to increased development activities in the U.S. 30 Table of Contents Non-Operating Income (Expense) Q4 FY24 Q3 FY24 Q4 FY23 Foreign currency transactions impact, net $ (7.7 ) $ 4.1 $ 13.2 Interest expense, net (0.1 ) (0.1 ) (0.1 ) Interest income and other income, net 6.8 6.1 5.6 Non-operating (expense) income, net $ (1.0 ) $ 10.1 $ 18.7 Non-operating (expense) income decreased in Q4 FY24 from Q3 FY24 by $11.1 million and from Q4 FY23 by $19.7 million, primarily due to foreign currency impacts.
On a full year basis, research and development expenses decreased $0.8 million, to $15.8 million, primarily due to decreased development activities in Asia, partially offset by increased research and development activity in the U.S. 29 Table of Contents Other Income (Expense), net Q4 FY25 Q3 FY25 Q4 FY24 Foreign currency transactions impact, net $ 18.6 $ (14.3 ) $ (7.7 ) Interest expense, net - - (0.1 ) Interest income and other income, net 5.3 4.8 6.8 Other income (expense), net $ 23.9 $ (9.4 ) $ (1.0 ) Other income increased $33.3 million in Q4 FY25 from Q3 FY25 and $24.9 million from Q4 FY24, primarily due to foreign currency impacts.
Net income attributable to noncontrolling interests decreased by $12.1 million in Q4 FY24 from Q4 FY23, and by $21.0 million in YTD FY24 from YTD FY23, as a result of decreased net income at both our Taiwan-based and China-based IC facilities.
Net income attributable to noncontrolling interests increased by $0.7 million in YTD FY25 to $53.8 million from $53.2 million in YTD FY24, as a result of increased net income at both our Taiwan-based and China-based joint venture IC facilities.
Our selling cycle is tightly interwoven with the development and release of new semiconductor and display designs and applications, particularly as they relate to the semiconductor industry’s migration to more advanced product innovation, design methodologies, and fabrication processes. The demand for photomasks primarily depends on design activity rather than sales volumes from products manufactured using semiconductor manufacturing technologies.
Our selling cycle is tightly interwoven with the development and release of new semiconductor and display designs and applications, particularly as they relate to the semiconductor industry's migration to more advanced design nodes and fabrication processes. The demand for photomasks is primarily correlated with new product design activity and to a lesser extent scaling up of manufacturing of end products.
We are focused on improving our competitiveness by advancing our technology and reducing costs and, in connection therewith, have invested and plan to continue to invest in manufacturing equipment to serve both the high-end photomask and trailing-edge markets. As we face challenges that require us to make significant improvements in our competitiveness, we continue to evaluate further cost reduction initiatives.
We are focused on improving our competitiveness by advancing our technology and reducing costs and, in connection therewith, have invested and plan to continue to invest in manufacturing equipment to serve both the high-end photomask and mainstream markets.
As of October 31, 2024, Photronics and DNP each had net investments in this joint venture of approximately $140.6 million. 32 Table of Contents Cash Flows Year Ended October 31, 2024 October 31, 2023 October 31, 2022 Net cash provided by operating activities $ 261.4 $ 302.2 $ 275.2 Net cash used in investing activities $ (156.5 ) $ (101.5 ) $ (147.8 ) Net cash used in financing activities $ (7.7 ) $ (18.5 ) $ (38.7 ) Operating Activities : Net cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the effects of changes in operating assets and liabilities.
Cash Flows Year Ended October 31, 2025 October 31, 2024 October 31, 2023 Net cash provided by operating activities $ 247.8 $ 261.4 $ 302.2 Net cash used in investing activities $ (238.9 ) $ (156.5 ) $ (101.5 ) Net cash used in financing activities $ (115.3 ) $ (7.7 ) $ (18.5 ) Operating Activities : Net cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation and amortization, share-based compensation, and the effects of changes in operating assets and liabilities.
The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates.
The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to continue to implement similar legislation with varying effective dates. The Company is currently subject to Pillar Two, but we estimate that the financial impact is immaterial.
The $4.3 million increase from Q4 FY23 was primarily the result of increased compensation and related compensation expenses of $2.1 million and increased professional fees of $1.4 million. Selling, general and administrative expenses were $77.8 million in YTD FY24, compared with $69.5 million in YTD FY23.
The $1.0 million decrease from Q4 FY24 was primarily the result of decreased professional fees of $0.5 million. Selling, general and administrative expenses were $75.6 million in YTD FY25, compared with $77.8 million in YTD FY24.
The increase of $8.3 million is primarily due to an increase in compensation and related expenses of $3.8 million and professional fees of $2.5 million.
The decrease of $2.2 million is primarily due to a decrease in compensation and related expenses of $1.1 million and professional fees of $1.0 million.
As of October 31, 2024, there was $100 million remaining under that authorization. Depending on market conditions, we may utilize some or the entire remaining approved amount to reacquire additional shares.
Depending on market conditions, we may utilize some or the entire remaining approved amount to reacquire additional shares.
Net cash provided by operating activities decreased by $40.8 million in FY24, compared with FY23, primarily due to decreased net income and net cash-favorable changes in working capital, predominantly in Asia.
Net cash provided by operating activities decreased by $13.6 million in FY25, compared with FY24, primarily due to unfavorable changes in working capital.
The effective income tax rate increase in Q4 FY24, as compared with Q4 FY23, is primarily due to changes in the jurisdictional mix of earnings as well as an increase in foreign tax as compared to the prior year.
The effective income tax rate decrease in Q4 FY25, compared with Q4 FY24, is primarily due to the impact of the change in valuation allowance described above, changes in the jurisdictional mix of earnings, and a decrease in foreign tax compared with the prior year.
Year-over-Year Changes in Revenue by Geographic Origin ($ in millions)** YTD FY24 compared with YTD FY23 Revenue in YTD FY24 Increase (Decrease) Percent Change Taiwan $ 288.3 $ (28.6 ) (9.0 )% China 232.9 (12.4 ) (5.1 )% Korea 158.0 (4.2 ) (2.6 )% United States 146.7 17.7 13.8 % Europe 39.2 2.6 7.1 % Other 1.8 (0.3 ) (14.3 )% $ 866.9 $ (25.2 ) (2.8 )% ** This table disaggregates revenue by the location in which it was earned. 29 Table of Contents Overall revenue decreased $25.2 million or 2.8% in YTD FY24 from YTD FY23.
Year-over-Year Changes in Revenue by Geographic Origin ($ in millions)** YTD FY25 compared with YTD FY24 Revenue in Increase Percent YTD FY25 (Decrease) Change Taiwan $ 283.8 $ (4.4 ) (1.5 )% China 221.0 (11.9 ) (5.1 )% South Korea 158.5 0.5 0.3 % United States 148.9 2.3 1.5 % Europe 34.2 (5.2 ) (13.2 )% Other 2.9 1.1 61.3 % $ 849.3 $ (17.6 ) (2.0 )% ** This table disaggregates revenue by the location in which it was earned. 28 Table of Contents Overall revenue decreased $17.6 million or 2.0% in YTD FY25 from YTD FY24, driven by a $23.0 million or 3.6% decrease in IC revenue due to lower demand for mainstream products earlier in the year, partially offset by strong demand for high-end products.
These can be accessed in the investor section of our website - www.photronics.com.
These can be accessed in the investor section of our website - www.photronics.com. Information included on our website is not incorporated in this Form 10-K.
The items excluded from these non-GAAP metrics, but included in the calculation of their closest GAAP equivalent, are significant components of the condensed consolidated statement of income and must be considered in performing a comprehensive assessment of overall financial performance. The following table reconciles GAAP to Non-GAAP Income for the indicated periods.
GAAP equivalent, are significant components of the condensed consolidated statement of income and must be considered in performing a comprehensive assessment of overall financial performance. 33 Table of Contents The following table reconciles U.S.
Please refer to Part II, Item 7 of our 2023 Form 10-K for comparative discussion of our fiscal years ended October 31, 2023, and October 31, 2022. The tables in this item may not foot due to rounding. Revenue Our quarterly revenues can be affected by the seasonal purchasing practices of our customers.
The tables in this section (Part II, Item 7) may not foot due to rounding. 26 Table of Contents Revenue Our quarterly revenues can be affected by the seasonal purchasing practices of our customers.
Nonetheless, we intend to continue to make the required investments to support the technological requirements of our customers that we believe will continue to enable our growth. In support of this effort, we expect capital expenditure payments to be approximately $200 million in fiscal year 2025.
Our capital expenditure payments were $188.1 million, $130.9 million and $131.3 million in 2025, 2024 and 2023, respectively. Nonetheless, we intend to continue to make the required investments to support the technological and production requirements of our customers that we believe will continue to enable our growth.
FY24 FY23 Income tax provision $ 63.6 $ 70.3 Effective income tax rate 25.7 % 26.0 % 31 Table of Contents The decrease in the effective income tax rate on a full-year basis in FY24, compared with FY23, is primarily due to changes in the jurisdictional mix of earnings.
YTD FY25 YTD FY24 Income tax provision $ 31.6 $ 63.6 Effective income tax rate 14.2 % 25.7 % The decrease in the effective income tax rate on a full-year basis in FY25, compared with FY24, is primarily due to the release of valuation allowance as described above.
Liquidity and Capital Resources Cash and cash equivalents was $598.5 million and $499.3 million as of October 31, 2024, and October 31, 2023, respectively. As of October 31, 2024, total cash and cash equivalents included $562.1 million held by foreign subsidiaries.
Liquidity and Capital Resources Cash and cash equivalents were $492.3 million and $598.5 million as of October 31, 2025, and October 31, 2024, respectively. As of October 31, 2025, total cash and cash equivalents included $446.1 million held by foreign subsidiaries, including an aggregate of $353.8 million held by our joint ventures in Taiwan and China.
Income Tax Provision On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework.
Included in the balance of unrecognized tax benefits as of October 31, 2025 and October 31, 2024, are $11.4 million and $14.7 million respectively, recorded in Other liabilities in the consolidated balance sheets that, if recognized, would impact the effective tax rates. 31 Table of Contents On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework.
Financing Activities : Net cash used in financing activities decreased by $10.8 million in FY24, compared to FY23. This was driven by a decrease in repayments of debt of $11.8 million Our cash, cash equivalents, and restricted cash balances were positively impacted by changes in foreign currency exchange rates in FY24 of $2.1 million.
This was driven by an increase in repurchases of common stock of $97.4 million and repayments of debt of $11.4 million. Our cash, cash equivalents, and restricted cash balances were positively impacted by changes in foreign currency exchange rates in FY25 of $0.2 million.
Advances in semiconductor, display, and photomask design and production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks. Historically, the microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity.
In addition, new design methodologies driving a reduction in complexity of photomasks could also reduce demand for photomasks ‒ even if the demand for semiconductors and FPDs increases. More broadly, advances in semiconductor, display, and photomask design and production methods that shift the burden of achieving device performance away from lithography could also reduce the demand for photomasks.
Q4 FY24 Q3 FY24 Q4 FY23 Income tax provision $ 14.6 $ 14.1 $ 20.3 Effective income tax rate 26.6 % 22.7 % 24.3 % The effective income tax rates are sensitive to the jurisdictional mix of our earnings, due, in part, to the non-recognition of tax benefits on losses in jurisdictions with valuation allowances.
YTD FY25 YTD FY24 Foreign currency transactions impact, net $ (8.3 ) $ 2.2 Interest expense, net (0.1 ) (0.3 ) Interest income and other income, net 22.0 24.0 Other income (expense), net $ 13.6 $ 25.9 Other income decreased $12.3 million in YTD FY25, compared with YTD FY24, due to unfavorable movements of the New Taiwan dollar and the South Korean won, against the U.S. dollar for the period. 30 Table of Contents Income Tax Provision Q4 FY25 Q3 FY25 Q4 FY24 Income tax provision $ (2.7 ) $ 9.6 $ 14.6 Effective income tax rate (3.5 )% 24.8 % 26.6 % The effective income tax rates are sensitive to the jurisdictional mix of our earnings, due, in part, to the non-recognition of tax benefits on losses in jurisdictions with valuation allowances.
Furthermore, increased market acceptance of alternative methods of transferring circuit designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors.
Furthermore, increased market acceptance of alternative methods of transferring circuit designs onto semiconductor wafers could reduce or eliminate the need for photomasks in the production of semiconductors. Our revenues have benefited, and our costs, including depreciation, have been affected by the increased demand for high-end-technology photomasks that require more advanced manufacturing capabilities, but generally command higher ASPs.
Investing Activities : Net cash flows used in investing activities increased by $55.0 million in FY24, compared to FY23, primarily driven by an increase of purchases of short-term investments of $80.4 million. This was partially offset by an increase in proceeds from the maturity of short-term investments of $25.3 million.
Investing Activities : Net cash used in investing activities increased by $82.4 million in FY25, compared to FY24, primarily driven by an increase of purchases of short-term investments of $29.0 million and purchases of property, plant, and equipment of $57.2 million. Financing Activities : Net cash used in financing activities increased by $107.6 million in FY25, compared to FY24.
IC mainstream decreased in Q4 FY24 by $2.8 million or 2.5% from Q3 FY24, and $3.2 million or 2.9% from Q4 FY23 primarily the result of reduced mainstream demand in Asia. FPD revenue increased $3.8 million or 6.9% in Q4 FY24 from Q3 FY24 due to stronger demand for mainstream products.
FPD revenue decreased $4.3 million or 6.8% in Q4 FY25 from Q3 FY25, and $0.5 million or 0.9% from Q4 FY24 mainly due to the decrease in high-end products, which decreased $4.8 million or 8.9% in Q4 FY25 from Q3 FY25 due to timing of order patterns.
FPD revenue decreased by $12.0 million or 5.0%, driven by a $6.5 million or 16.3% decrease in revenue from mainstream products due to a decrease in G8 products.
FPD revenue increased by $5.4 million or 2.4%, driven by a $5.2 million or 15.7% increase in mainstream product revenue due to an increase in G8 products.
The global semiconductor and FPD industries are driven by end markets which have been closely tied to consumer-driven applications of high-performance devices, including, but not limited to, mobile display devices, mobile communications, and computing solutions.
The global semiconductor and FPD industries are driven by end markets which have broad application in the global economy including but not limited to consumer-driven applications, data centers that support AI implementation, electric vehicles and national security.
Overall IC revenue increased $7.8 million or 5.0% in Q4 FY24 from Q3 FY24 due to stronger high-end foundry and logic demand in Asia. Overall IC revenue decreased $0.8 million or 0.5% in Q4 FY24 from Q4 FY23.
Overall IC revenue increased $9.7 million or 6.5% in Q4 FY25 from Q3 FY25 due to strong order patterns globally including the U.S. IC revenue decreased $6.3 million or 3.8% from Q4 FY24, as a result of a decline in maintream products partially offset by an increase in high-end demand.
Gross Margin Q4 FY24 Q3 FY24 Percent Change Q4 FY23 Percent Change Gross profit $ 82.3 $ 75.1 9.6 % $ 84.9 (3.1 )% Gross margin 37.0 % 35.6 % 37.3 % Gross margin increased by 140 basis points in Q4 FY24 as compared to Q3 FY24, primarily as a result of the increase in revenue.
Gross Margin Percent Percent Q4 FY25 Q3 FY25 Change Q4 FY24 Change Gross profit $ 75.5 $ 70.9 6.5 % $ 82.3 (8.3 )% Gross margin 35.0 % 33.7 % 37.0 % Gross margin increased to 35% in Q4 FY25 from 33.7% in Q3 FY25, primarily due to favorable product mix and lower manufacturing cost, partially offset by higher overhead costs.
Consequently, an increase in semiconductor or display sales does not necessarily result in a corresponding increase in photomask sales.
Consequently, an increase in semiconductor or display sales does not always result in a corresponding increase in photomask sales. To the extent integrated circuit and flat panel display applications rely less on new design activity, it could result in a reduction in demand for photomasks.
Gross margin decreased by 30 basis points in Q4 FY24, from Q4 FY23, primarily as a result of the decrease in revenue of 2.1% and increased equipment and other overhead costs of 4.6%, or 185 basis points as a percentage of revenue.
Gross margin decreased to 35% in Q4 FY25 from 37% in Q4 FY24, primarily due to unfavorable product mix and higher labor costs, partially offset by lower equipment costs as a percentage of revenue.
State-of-the-art production for semiconductor masks is considered to be 28 nanometer and smaller for ICs and Generation 10.5+ and AMOLED and LTPS display-based process technologies for FPDs. However, 32 nanometer and above geometries for semiconductors and Generation 8 and below (excluding AMOLED and LTPS) process technologies for displays constitute the majority of designs currently being fabricated in volume.
As we face challenges that require us to make significant improvements in our competitiveness, we continue to implement programs to streamline, drive efficiency and reduce cost in our infrastructure. State-of-the-art production for semiconductor masks is considered to be 7 nanometer and smaller including EUV lithography for ICs and Generation 8.6 AMOLED display-based process technologies for FPDs.
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However, the reduced use of application-specific ICs, reductions in design complexities, other changes in the technology or methods of manufacturing or designing semiconductors, or a slowdown in the introduction of new semiconductor or display designs could reduce demand for photomasks ‒ even if the demand for semiconductors and FPDs increases.
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While there is no indication today that such diminishing of long range photomask demand is occurring or will occur, the microelectronics industry has been volatile, experiencing periodic downturns and slowdowns in design activity.
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As of the end of 2024, one alternative method, direct-write lithography, has not been proven to be a commercially viable alternative to photomasks, as it is considered to be too slow for high-volume semiconductor wafer production, and we have not experienced a significant loss of revenue as a result of this or other alternative semiconductor design methodologies.
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However, we define our high-end product category as 28nm and below for semiconductors and Generation 10.5 plus, Generation 6 and 8 AMOLED and LTPS for displays. This is consistent with current merchant mask industry definitions. Moreover, design nodes above 28nm and FPD processes for standard LCD displays below Generation 10 are considered mainstream or standard products.
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However, should direct-write lithography or any other alternative method of transferring IC designs to semiconductor wafers without the use of photomasks achieve market acceptance, and we do not anticipate, respond to, or utilize these or other changing technologies due to resource, technological, or other constraints, our business and results of operations could be materially adversely affected.
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This includes investments to replace end-of-life mask-making equipment with higher-performing systems that better serve our customers. In support of this effort, we expect capital expenditure payments to be approximately $330 million in fiscal year 2026.
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Our revenues have benefitted, and our costs, including depreciation, have been affected by the increased demand for high-end-technology photomasks that require more advanced manufacturing capabilities, but generally command higher ASPs. Our capital expenditure payments were $130.9 million, $131.3 million and $112.3 million in 2024, 2023 and 2022, respectively.
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Please refer to Part II, Item 7 of our 2024 Form 10-K for comparative discussion of our fiscal years ended October 31, 2024, and October 31, 2023.
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FPD revenue decreased $4.1 million or 6.5% in Q4 FY24 from Q4 FY23 due to slower demand in high-end products. Revenue from mainstream products increased $3.8 million or 56.6% in Q4 FY24 from Q3 FY24 as more production capacity was dedicated to meet strong demand.
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IC mainstream revenue decreased $2.5 million or 2.7% from Q3 FY25, and $12.1 million or 11.6% from Q4 FY24 primarily due to market conditions and geopolitical impacts.
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IC revenue decreased $13.2 million or 2.0% in YTD FY24 from YTD FY23 due to less demand for mainstream products earlier in the year which was partially offset by strong demand for high-end products.
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Percent YTD FY25 YTD FY24 Change Gross profit $ 299.8 $ 315.9 (5.1 )% Gross margin 35.3 % 36.4 % Gross margin decreased to 35.3% in YTD FY25 from 36.4% in YTD FY24, primarily due to increased material costs resulting from unfavorable product mix.
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The gross margin favorable impact resulting from the increase in revenue in Q4 FY24 compared to Q3 FY24 was partially offset by increased material costs of 5.2%, or 6 basis points as a percentage of revenue. Labor costs increased 1.3%, or 45 basis points as a percentage of revenue.
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The effective income tax rate decreased in Q4 FY25 compared with Q3 FY25 primarily due to the release of a $16.7 million valuation allowance related to deferred tax assets that are now expected to be realized in future periods, as well as $2.8 million of reversals of uncertain tax positions mainly resulting from audit settlements and statute expirations.
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Equipment and other overhead costs increased 2.7% from Q3 FY24 or 77 basis points as a percentage of revenue, mainly due to higher equipment cost in US high-end location.
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These favorable items were partially offset by $7.1 million of foreign tax rate differentials driven by higher income levels during the quarter. In addition, the effective tax rate was impacted by an unfavorable jurisdictional mix of earnings.
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This was partially offset by a decrease in material cost of 5.2%, or 77 basis points as a percentage of revenue, and labor costs of 8.5%, or 74 basis points as a percentage of revenue.
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We will continue to monitor further developments to determine any potential impact in the countries in which we operate. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant changes to federal tax law and other regulatory provisions that may impact the Company.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe increase in foreign currency rate change risk is primarily the result of increased net exposures of the New Taiwan dollar and South Korean won against the U.S. dollar. We do not believe that a 10% change in the exchange rates of other non-U.S. dollar currencies would have had a material effect on our October 31, 2024, consolidated financial statements.
Biggest changeOur most significant exposures at October 31, 2025, were exposures of the New Taiwan Dollar and the South Korean won against the U.S. dollar. We do not believe that a 10% change in the exchange rates of other non-U.S. dollar currencies, other than the aforementioned currencies, would have had a material effect on our October 31, 2025, consolidated financial statements.
The functional currencies of our Asian subsidiaries are the South Korean won, the New Taiwan dollar, the RMB, and the Singapore dollar. The functional currencies of our European subsidiaries are the British pound and the euro. In addition, we engage in transactions and have exposures to the Japanese yen.
The functional currencies of our Asian subsidiaries are the South Korean won, the New Taiwan dollar, the Chinese yuan, and the Singapore dollar. The functional currencies of our European subsidiaries are the British pound and the euro. In addition, we engage in transactions and have exposures to the Japanese yen.
Our primary net foreign currency exposures as of October 31, 2024, included the South Korean won, the Japanese yen, the New Taiwan dollar, the Chinese renminbi, the Singapore dollar, the British pound sterling, and the euro.
Our primary net foreign currency exposures as of October 31, 2025, included the South Korean won, the Japanese yen, the New Taiwan dollar, the Chinese yuan, the Singapore dollar, the British pound sterling, and the euro.
Interest Rate Risk A 10% adverse movement in the interest rates on our variable rate borrowings would not have had a material effect on our October 31, 2024, consolidated financial statements.
Interest Rate Risk A 10% adverse or favorable movement in the interest rates on our variable rate borrowings would not have had a material effect on our October 31, 2025, consolidated financial statements.
As of October 31, 2024, a 10% adverse movement in the value of the non-functional currencies against the functional currencies of our subsidiaries would have resulted in a net unrealized pre-tax loss of $61.3 million, which represents an increase of $9.3 million from the same movement as of October 31, 2023.
As of that date, a 10% adverse movement in the value of currencies different from the functional currencies of our subsidiaries would have resulted in a net unrealized pre-tax loss of $70.1 million, which represents an increase of $8.8 million from our exposure as of October 31, 2024.

Other PLAB 10-K year-over-year comparisons