UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

~~February~~March 1231, 2025

Date of Report (date of earliest event reported)

INTEVAC, INC. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

State of Delaware	0-26946	94-3125814
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

N/A (Former name or former address if changed since last report)

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.001 par value)		IVAC		The Nasdaq Stock Market LLC (Nasdaq) Global Select

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

Emerging growth company ☐

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

~~Item~~Introductory ~~1.01. Entry into a Material Definitive Agreement.~~Note

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2025, Intevac, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 13, 2025, with Seagate Technology Holdings plc, an Irish public limited company (“Parent”), and Irvine Acquisition Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).

OnPursuant ~~February~~to ~~13,~~the ~~2025~~Merger Agreement, ~~Intevac~~on March 3, ~~Inc.~~2025, Purchaser commenced a ~~Delaware~~tender ~~corporation~~offer (the “~~Company~~Offer”), ~~entered~~to ~~into~~acquire anall ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Merger Agreement”)~~issued ~~with~~and ~~Seagate~~outstanding ~~Technology~~shares ~~Holdings~~of the ~~plc~~common stock, anpar ~~Irish~~value ~~public~~$0.001 ~~limited~~per ~~company~~share (“~~Parent~~Common Stock”), ~~and~~of ~~Irvine~~the ~~Acquisition~~Company ~~Holdings,~~in ~~Inc~~exchange for $4.00 per share, apayable ~~Delaware~~in ~~corporation~~cash at closing, without interest and ansubject ~~indirect~~to ~~wholly~~reduction ~~owned~~for ~~subsidiary~~any applicable withholding of ~~Parent~~taxes (the “~~Purchaser~~Offer Consideration”).

The ~~Merger~~Offer ~~Agreement~~expired ~~provides~~as ~~that~~scheduled one minute after 11:59 p.m., ~~upon~~Eastern ~~the~~Time ~~terms~~on ~~and~~March ~~subject~~28, to2025 ~~the~~(such ~~conditions~~date ofand time, the ~~Merger~~“Expiration ~~Agreement~~Time”) and was not extended. Computershare Trust Company, asN.A., ~~promptly~~in its capacity as ~~practicable~~ depositary and paying agent for the Offer (~~but~~the no“Depositary ~~later~~and ~~than~~Paying 15Agent”), ~~business~~has ~~days~~advised ~~from~~Purchaser ~~the~~that, ~~signing~~as of the ~~Merger~~Expiration ~~Agreement)~~Time, ~~Purchaser~~23,968,013 ~~will~~shares ~~commence~~of aCommon ~~tender~~Stock ~~offer~~had (been validly tendered and not validly withdrawn pursuant to the “Offer”), towhich ~~acquire~~represent ~~all~~approximately 87.95% of the issued and outstanding shares of ~~common~~Common ~~stock,~~Stock. ~~par~~The ~~value~~number ~~$0.001~~of ~~per~~shares ~~share,~~ of Common Stock tendered satisfied the ~~Company~~condition (to the Offer that there be “validly tendered and not validly withdrawn shares of Common Stock” that, considered together with all other shares (if any) inowned ~~exchange~~by ~~for~~Purchaser ~~$4.00~~and ~~per~~its ~~share~~affiliates, ~~payable~~including inParent, ~~cash~~represent atone ~~closing,~~more ~~without~~share ~~interest~~than ~~and~~50% ~~subject~~of tothe ~~reduction~~total ~~for~~number ~~any~~of ~~applicable~~shares ~~withholding~~of Common Stock outstanding at the time of ~~taxes~~the (expiration of the “Offer ~~Consideration”)~~. ~~The~~On ~~Offer~~March ~~will~~31, ~~remain~~2025, ~~open~~Purchaser accepted for 20payment ~~business~~all ~~days,~~shares ~~subject~~of ~~to extension~~Common ~~under~~Stock ~~certain~~validly ~~circumstances~~tendered and not validly withdrawn pursuant to the Offer.

In addition, the Company ~~will~~paid ~~pay~~ its regular quarterly dividend of $0.05 per share on March 13, 2025, to stockholders of record of the Company as of February 28, 2025. In connection with the closing of the transactions contemplated by the Merger Agreement, the Company ~~will~~paid ~~pay~~ a one-time special dividend of $0.052 per share (the “Special Dividend”) on March 28, 2025, to stockholders of record of the Company as of March 24, 2025.

~~The~~Following ~~obligation~~the ofconsummation ~~Purchaser to purchase shares~~ of ~~Common Stock tendered in~~ the Offer, ispursuant ~~subject~~ to the ~~satisfaction~~terms orand ~~waiver~~conditions of ~~a number of conditions set forth in~~ the Merger Agreement, ~~including~~in ~~(i)~~accordance ~~that there have been validly tendered and not validly withdrawn shares of Common Stock that, considered together~~ with ~~all other shares of Common Stock, if any, owned by Purchaser and its affiliates (as defined in~~ Section 251(h)~~(6)(a)~~ of the ~~Delaware~~ General Corporation Law, ~~as amended (the “DGCL”)), represent one more share~~ of ~~Common Stock than 50% of~~ the ~~total~~State ~~number~~ of ~~shares~~Delaware ~~of Common Stock outstanding at~~ (the ~~time of the expiration of the Offer; (ii~~“DGCL”) ~~the~~and ~~accuracy~~without ofa ~~the~~meeting ~~representations~~or ~~and~~a ~~warranties~~vote of the Company ~~contained in the Merger Agreement, subject to customary thresholds and exceptions; (iii) the Company~~’s ~~compliance with~~stockholders, ~~and~~on ~~performance~~March of31, in2025, ~~all material~~Purchaser ~~respects~~was ~~its~~merged ~~covenants~~with and ~~agreements~~into ~~contained in~~ the ~~Merger~~Company ~~Agreement;~~ (~~iv)~~ the ~~absence of a Material Adverse Effect (as defined in the~~ “Merger ~~Agreement~~”);, ~~and~~with ~~(v)~~the ~~other~~Company ~~customary~~surviving ~~conditions~~such ~~set~~Merger ~~forth~~as ina ~~Annex~~wholly owned Isubsidiary toof ~~the Merger Agreement~~Parent.

~~Following~~Pursuant to the ~~consummation~~terms of the ~~Offer~~Merger Agreement, ~~subject~~as toof the ~~conditions~~effective ~~set~~time ~~forth~~of in the Merger ~~Agreement~~(the “Effective Time”), by virtue of the Merger and inwithout ~~accordance~~any action ~~with~~on the ~~DGCL~~part of the holders thereof, ~~Purchaser~~ ~~will~~each ~~merge~~share ~~with~~of Common Stock issued and ~~into~~outstanding ~~the~~immediately ~~Company,~~prior ~~with~~to the ~~Company~~Effective asTime ~~the~~(other ~~surviving~~than ~~corporation~~(i) ~~and~~shares aof ~~wholly~~Common ~~owned~~Stock ~~subsidiary~~that ofwere ~~Parent~~owned (by the ~~“Merger”).~~Company Ifor anheld ~~Offer~~in ~~Termination~~the ~~(as~~treasury ~~defined~~of ~~below~~the Company, (ii) shares ~~does~~of ~~not~~Common ~~occur~~Stock then held by Parent or Purchaser, ~~the~~and ~~Merger~~(iii) ~~will~~shares beof ~~governed~~Common Stock then held by ~~Section 251~~any wholly owned subsidiary of Parent (hother than Purchaser) or any wholly owned subsidiary of the ~~DGCL,~~Company) ~~with~~were noconverted ~~stockholder~~automatically ~~vote~~into ~~required~~and thereafter represent only the right to ~~consummate~~receive the ~~Merger~~Offer Consideration.

~~Pursuant~~In ~~to the Merger Agreement~~addition, ~~Purchaser~~pursuant ~~may elect~~ to ~~proceed with~~ the ~~acquisition through a~~ Merger ~~without any Offer~~Agreement, inat ~~which case Purchaser will terminate~~ the ~~Offer~~Effective ~~or allow it to expire (such termination~~Time, ancompensatory ~~“Offer~~options ~~Termination”). In this case, the Company would be required~~ to ~~file~~purchase ashares ~~proxy statement to obtain approval~~ of ~~the~~Common ~~Merger~~Stock by(each ~~the~~a “Company’s ~~stockholders at a special~~Option”) ~~meeting~~received ~~of stockholders held for~~ the ~~purpose~~following ~~of voting upon the adoption of the Merger Agreement, and the Merger would be effected pursuant to Section 251(c) of the DGCL.~~treatment:

~~Pursuant~~• toeach ~~the~~Company ~~Merger,~~Option ~~each~~with ~~issued~~an ~~and~~exercise ~~outstanding~~price per share ofthat ~~Common~~was ~~Stock~~less ~~(other~~ than ~~shares~~the amount of ~~Common Stock held by~~ the ~~Company, Parent,~~Offer ~~Purchaser,~~Consideration ~~any~~was ~~wholly~~cancelled ~~owned~~in ~~subsidiary~~exchange offor ~~Parent~~an ~~(other~~amount ~~than~~in ~~Purchaser),~~cash ~~any~~equal ~~wholly~~to ~~owned~~the ~~subsidiary~~product of (x) the ~~Company~~total ornumber byof ~~stockholders~~shares ofsubject ~~the~~to such Company ~~who~~Option ~~have~~immediately ~~properly~~prior ~~exercised~~to ~~and~~the ~~perfected~~Effective ~~their~~Time ~~statutory~~multiplied ~~rights~~by of(y) ~~appraisal~~the ~~under~~excess of the ~~DGCL)~~ ~~will~~amount beof ~~converted~~the ~~automatically~~Offer ~~into~~Consideration ~~and~~over ~~will~~the ~~thereafter~~applicable ~~represent~~exercise ~~only~~price ~~the~~per ~~right~~share toof ~~receive~~such ~~the~~Company ~~Offer~~Option; ~~Consideration.~~and

In• ~~addition,~~each ~~the~~Company ~~Merger~~Option ~~Agreement~~with ~~provides~~an exercise price per share that, atwas ~~the~~equal ~~effective~~to ~~time~~or ofgreater than the ~~Merger~~amount (of the ~~“Effective~~Offer ~~Time”),~~Consideration ~~compensatory~~and ~~options~~that ~~to purchase~~was ~~shares~~then ofoutstanding ~~Common~~and ~~Stock~~unexercised, ~~(each~~whether aor ~~“Company~~not ~~Option”)~~vested, ~~will~~was ~~receive~~cancelled ~~the~~with ~~following~~no ~~treatment:~~consideration payable in respect thereof.

•In ~~each~~addition, ~~Company~~at ~~Option~~the ~~with~~Effective anTime, ~~exercise~~each ~~price~~outstanding ~~per~~restricted ~~share~~stock unit of the Company that isvests ~~less~~based ~~than~~solely on the ~~amount~~continued performance of services and not the ~~Offer~~achievement ~~Consideration~~of ~~will~~performance bemetrics ~~cancelled~~(each a “Company RSU”) vested in ~~exchange~~full and, whether or not vested, was cancelled and exchanged for anthe ~~amount~~right into receive a cash payment equal to the product of (xi) the total number of shares subject to such Company ~~Option~~RSU immediately prior to the Effective Time multiplied by (yii) the ~~excess of the amount of the~~ Offer Consideration ~~over the applicable exercise price per share of such Company Option; and~~.

•In ~~each~~connection ~~Company Option~~ with anthe ~~exercise~~Merger, ~~price~~restricted ~~per~~stock ~~share~~units ~~that~~of isthe ~~equal~~Company tothat orvest ~~greater~~based ~~than~~on the ~~amount~~continued performance of ~~the~~services ~~Offer Consideration~~ and ~~that~~the isachievement ~~then~~of performance ~~outstanding~~metrics ~~and~~(each ~~unexercised,~~a ~~whether~~“Company orPRSU”) ~~not~~received ~~vested,~~the ~~will~~following ~~be cancelled with no consideration payable in respect thereof.~~treatment:

In• ~~addition,~~immediately atprior to the Effective Time, each ~~restricted stock unit of the~~ Company ~~that~~PRSU ~~vests~~granted ~~based~~in ~~solely~~2022 ~~on the continued performance of services and not the achievement of performance metrics (each a “Company RSU”)~~ that iswas then outstanding ~~will~~was ~~vest~~cancelled in ~~full~~exchange ~~and, whether or not vested, will be cancelled and exchanged~~ for ~~the~~an ~~right~~amount toin ~~receive a~~ cash ~~payment~~ equal to the product of (ix) ~~the~~ ~~total~~25% ~~number~~ of ~~shares~~the ~~subject~~“Number toof ~~such~~RSUs ~~Company~~Subject ~~RSU~~to ~~immediately~~Award” ~~prior~~listed toin the ~~Effective~~applicable ~~Time~~award agreement multiplied by (iiy) the Offer Consideration.;

In• ~~connection~~immediately ~~with~~prior to the ~~Merger~~Effective Time, ~~restricted~~each ~~stock~~Company ~~units~~PRSU ofgranted ~~the~~in ~~Company~~2025 that ~~vest~~was ~~based~~then onoutstanding ~~the~~was ~~continued~~cancelled ~~performance~~in ofexchange ~~services~~for ~~and~~an ~~the achievement~~amount ofin ~~performance~~cash ~~metrics~~equal to the product of (~~each~~x) athe “~~Company~~Target ~~PRSU~~RSUs”) ~~will~~listed ~~receive~~in the ~~following~~applicable ~~treatment:~~award agreement multiplied by (y) the Offer Consideration; and

• ~~Immediately~~ prior to the Effective Time, each Company PRSU granted in ~~2022~~2023 ~~that~~and iseach ~~then~~Company ~~outstanding~~PRSU ~~will~~granted ~~be cancelled~~ in ~~exchange~~2024 ~~for~~was ancancelled ~~amount~~with inno ~~cash~~consideration ~~equal~~payable ~~to the product of (x) 25% of the “Number of RSUs Subject to Award” listed~~ in ~~the~~respect ~~applicable award agreement multiplied by (y) the Offer Consideration;~~thereof.

•The ~~Immediately~~foregoing ~~prior~~description toof the ~~Effective Time~~Offer, ~~each~~the ~~Company~~Merger ~~PRSU~~and ~~granted~~the Merger Agreement is qualified in ~~2025~~its ~~that~~entirety isby ~~then~~reference ~~outstanding~~to ~~will~~the beMerger ~~cancelled~~Agreement, ina ~~exchange~~copy ~~for~~of which anwas ~~amount~~filed inas ~~cash~~Exhibit ~~equal~~2.1 to the ~~product~~Current ofReport ~~(x)~~on ~~the~~Form ~~“Target~~8-K ~~RSUs”~~filed ~~listed~~by inthe Company with the ~~applicable~~SEC ~~award~~on ~~agreement~~February ~~multiplied~~13, by2025 ~~(y)~~and ~~the~~is ~~Offer~~incorporated ~~Consideration;~~herein ~~and~~by reference.

•Item 2.01. ~~Prior~~Completion toof ~~the~~Acquisition ~~Effective~~or ~~Time,~~Disposition ~~each~~of ~~Company PRSU granted in 2023 and each Company PRSU granted in 2024 that, in each case, is outstanding and unvested will be cancelled with no consideration payable in respect thereof.~~Assets

~~The~~As ~~Merger~~described ~~Agreement~~in ~~includes~~the ~~customary~~Introductory ~~representations~~Note above, ~~warranties~~on ~~and~~March ~~covenants~~31, ~~of the Company~~2025, ~~Parent~~Purchaser ~~and~~irrevocably ~~Purchaser~~accepted for apayment ~~transaction~~all shares of Common Stock validly tendered and ofnot ~~this~~validly ~~nature~~withdrawn pursuant to the Offer on or prior to the Expiration Time. On March 31, ~~including~~2025, ~~covenants~~the ~~regarding~~Merger was completed pursuant to Section 251(h) of the ~~operation~~DGCL, with no vote of the Company’s ~~business~~stockholders ~~prior~~required. Upon tothe consummation of the Merger, ~~Effective~~the ~~Time~~Company became an indirect wholly owned subsidiary of Parent.

The Company has agreed to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide information toset ~~and~~forth ~~participate~~ in ~~discussions or negotiations with third parties with respect to an unsolicited bona fide written acquisition proposal that~~ the ~~Board~~Introductory ofNote ~~Directors~~ of ~~the~~this ~~Company~~Current ~~has~~Report ~~determined~~on ~~constitutes~~Form or8-K ~~would~~is ~~reasonably~~incorporated beby ~~expected~~reference tointo ~~lead~~this toItem ~~a Superior Offer (as defined in the Merger Agreement), if failing to do so would be inconsistent with the Board of Directors’ fiduciary duties under applicable law~~2.01.

~~The~~Item 3.01. ~~Merger~~Notice ~~Agreement also provides that, in connection with the termination~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~under specified circumstances, including termination by the Company~~ to ~~accept~~Satisfy ~~and enter into an agreement with respect to~~ a ~~Superior~~Continued ~~Offer,~~Listing ~~the~~Rule ~~Company~~or ~~will~~Standard; beTransfer ~~required to pay Parent a termination fee in the amount~~ of ~~$4,300,000.~~Listing

~~The~~On ~~Board~~March of31, ~~Directors~~2025, of the Company ~~unanimously~~notified ~~has~~The ~~(i)~~Nasdaq ~~determined~~Global ~~that~~Select ~~the~~Market ~~Merger~~(“Nasdaq”) ~~Agreement~~of ~~and~~ the ~~transactions~~consummation ~~contemplated~~of by the Merger ~~Agreement, including the Offer~~ and ~~the~~requested ~~Merger,~~that ~~are~~Nasdaq ~~fair~~(i) tohalt trading ~~and~~ in the ~~best~~shares ~~interest~~ of ~~the~~Common ~~Company~~Stock, ~~and its stockholders;~~ (ii) ~~declared~~suspend ittrading ~~advisable~~of ~~that~~and delist the ~~Company~~shares ~~enters~~of ~~into~~Common ~~the~~Stock ~~Merger~~and ~~Agreement;~~ (iii) ~~approved~~file with the ~~execution,~~SEC ~~delivery~~a ~~and performance~~notification ~~by the Company~~ of ~~the~~removal ~~Merger~~from ~~Agreement~~listing and/or ~~the~~registration ~~consummation~~on byForm ~~the~~25 ~~Company~~to ofeffect the ~~Transactions~~delisting ~~(as~~of ~~defined in the Merger Agreement), including the Offer and the Merger; (iv) resolved that (a) if Purchaser irrevocably accepts for purchase~~ all shares of Common Stock ~~validly~~from ~~tendered~~Nasdaq (and ~~not validly withdrawn) pursuant to~~ the ~~Offer,~~deregistration ~~the~~of ~~Merger~~such ~~will~~shares beof ~~effected~~Common Stock under Section ~~251~~12(hb) of the ~~DGCL~~Securities ~~and~~Exchange ~~will~~Act beof ~~effected~~1934, as ~~soon~~amended ~~as practicable following the consummation of the Offer; and~~ (~~b) if an Offer Termination occurs,~~ the ~~Merger~~“Exchange ~~will be governed by Section 251(c~~Act”). ofIn ~~the DGCL~~addition, ~~in each case, upon~~ the ~~terms~~Company ~~and~~intends ~~subject~~ to ~~the~~file ~~conditions~~a ~~set~~certification ~~forth~~and innotice ~~the~~of ~~Merger~~termination ~~Agreement;~~of registration ~~and~~on ~~(v)~~Form ~~resolved~~15 towith ~~recommend that~~ the ~~Company’s~~SEC ~~stockholders~~requesting ~~(a) accept~~ the ~~Offer~~termination ~~and~~of ~~tender~~registration ~~their shares~~ of the Common Stock tounder ~~Purchaser~~Section ~~pursuant to the Offer; and~~ 12(bg) ~~adopt~~of the ~~Merger~~Exchange ~~Agreement~~Act atand ~~any~~the ~~meeting~~suspension of the Company’s ~~stockholders~~reporting ~~held~~obligations ~~for~~under ~~such~~Sections ~~purpose~~13 and ~~any~~15(d) ~~adjournment~~of orthe ~~postponement~~Exchange ~~thereof~~Act.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2Item 3.~~1 to this Current Report on Form 8-K and is incorporated herein by reference~~03. AMaterial ~~copy~~Modification ~~of the Merger Agreement has been included~~ to ~~provide~~Rights ~~investors~~of ~~with~~Security ~~information regarding its terms and is not intended to provide any factual information about the Company or Parent.~~Holders

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~representations, warranties, covenants and agreements that were made only for purposes of the Merger Agreement and as of specified dates. The representations and warranties~~ in the ~~Merger~~Introductory ~~Agreement~~Note ~~reflect negotiations between the parties to the Merger Agreement~~ and ~~are~~Items ~~not intended as statements of fact to be relied upon by the Company’s stockholders~~2. ~~In particular~~01, the representations, warranties, covenants and agreements in the Merger Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact3. ~~In addition~~01, ~~the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors~~5.01 ~~As such, the representations~~ and ~~warranties~~5.03 ~~in the Merger Agreement may not describe the actual state~~ of ~~affairs~~this atCurrent ~~the~~Report ~~date they were made or at any other time, and you should not rely~~ on ~~them~~Form as8-K ~~statements~~is ofincorporated ~~fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and unless required~~ by ~~applicable~~reference ~~law, the Company~~into ~~undertakes~~this noItem ~~obligation to update such information~~3.03.

~~Parent~~Item 5.01. ~~has~~Changes ~~been a long-time customer of the Company and has accounted for over 90% of its consolidated net revenues~~ in ~~each~~Control of ~~fiscal year 2024 and 2023.~~Registrant

~~Tender~~As a result of the completion of the Merger, a change in control of the Company occurred, and ~~Support~~the ~~Agreements~~Company became an indirect wholly owned subsidiary of Parent. The Offer Consideration was funded through Parent’s cash on hand.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~execution~~in of the ~~Merger~~Introductory ~~Agreement,~~Note ~~on February 13, 2025 Parent~~ and ~~Purchaser~~Items ~~entered into Tender and Support Agreements (each a “Support Agreement”), with each of (i) Bleichroeder LP and Bleichroeder Holdings LLC, (ii) Palogic Value Management, L~~2.~~P.,~~01 ~~Palogic Value Fund, L.P., Palogic Capital Management, LLC~~ and ~~Ryan L~~5.02 ~~Vardeman and (iii) Nigel D. Hunton (each a “Supporting Stockholder”), which collectively own approximately 23.5%~~ of ~~the~~this ~~outstanding~~Current ~~shares~~Report ofon ~~Common~~Form ~~Stock~~8-K asis ofincorporated ~~February~~by ~~11,~~reference ~~2025.~~into ~~Each~~this ~~Support Agreement provides, among other things, that the applicable Supporting Stockholder will~~Item tender all of the shares of Common Stock held by such Supporting Stockholder to Purchaser in the Offer and, if applicable, vote all of such Supporting Stockholder’s shares of Common Stock in favor of the Merger5.01.

~~The~~Item 5.02. ~~form~~Departure of ~~Support~~Certain ~~Agreement~~Officers; ~~has~~Election ~~been~~of ~~included~~Directors; toAppointment ~~provide~~of ~~information~~Certain ~~regarding~~Officers; ~~its~~Compensatory ~~terms.~~Arrangements Itof ~~is not intended to modify or supplement~~Certain any factual disclosures about the applicable Supporting Stockholder or the Company, Parent or Purchaser in any public reports filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, Parent or Purchaser.Officers

The ~~foregoing~~information ~~description~~set offorth ~~the Support Agreements does not purport to be complete and is qualified~~ in ~~its entirety by reference to~~ the ~~full~~ ~~text~~Introductory ofNote ~~the form~~ of ~~Support~~this ~~Agreement,~~Current ~~which~~Report ison ~~attached~~Form ~~hereto~~8-K ~~as Exhibit 99.1 and~~ is incorporated herein by reference.

~~Item~~In 5accordance with the terms of the Merger Agreement, (i) each of Kevin Barber, David S.~~03 Amendments~~ Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time and (ii) James C. Lee, the sole director of the Purchaser immediately prior to ~~Articles~~the Effective Time, became the sole director of ~~Incorporation~~the Company, in each case, as of the Effective Time. The director resignations were tendered in connection with the Merger and were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or ~~Bylaws~~practices.

OnEffective ~~February~~immediately ~~12,~~following ~~2025,~~completion inof ~~connection with~~ the ~~transactions~~ ~~contemplated~~Merger, byall of the ~~Merger~~incumbent ~~Agreement,~~officers of the Company’s, ~~Board~~as of ~~Directors~~immediately ~~amended~~prior ~~and~~to ~~restated~~the effectiveness of the Merger, ~~Amended~~were ~~and~~removed ~~Restated~~as ~~Bylaws~~officers of the Company ~~(the “Bylaws Amendment”)~~. ~~The~~Following ~~Bylaws Amendment provides for~~ the ~~state~~Effective ~~and~~Time, ~~federal courts located within~~ the ~~State~~officers of ~~Delaware to be~~ the ~~exclusive~~Company ~~forum~~are ~~for~~as ~~various~~follows: ~~governance~~James ~~disputes~~C. ~~concerning~~Lee, ~~the~~President ~~Company~~ and ~~other~~Johnny ~~persons~~Choi, Secretary.

~~The~~Item 5.03. ~~foregoing~~Amendments ~~summary of the Bylaws Amendment does not purport~~ to beArticles ~~complete~~of ~~and~~Incorporation isor ~~subject~~By-laws; ~~to,~~Change ~~and qualified~~ in ~~its~~Fiscal ~~entirety by, the full text of the Bylaws Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.~~Year

~~Item~~Pursuant 8to the terms of the Merger Agreement, at the Effective Time of the Merger, the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.~~01 Other~~ Copies of the amended and restated certificate of incorporation and amended and restated by-laws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are ~~Events~~ incorporated herein by reference.

~~Press Release~~Item 9.01. Exhibits

OnThe ~~February~~following ~~13,~~exhibits ~~2025,~~are ~~the~~filed ~~Company~~herewith ~~and~~or ~~Parent issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.2 and is~~ incorporated herein by reference.:

Additional Information and Where to Find It

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of February 13, 2025, by and among Seagate Technology Holdings plc, Irvine Acquisition Holdings, Inc., and Intevac, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025).
3.1		Amended and Restated Certificate of Incorporation of Intevac, Inc., dated as of March 31, 2025.
3.2		Amended and Restated By-Laws of Intevac, Inc., dated as of March 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

In connection with the proposed acquisition (the “Transaction”) of the Company by Parent, Purchaser will commence a tender offer for all of the outstanding shares of the Company. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. It is also not a substitute for the tender offer materials that Purchaser will file with the SEC upon commencement of the tender offer. At the time that the tender offer is commenced, Purchaser will file tender offer materials on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Under certain circumstances described in the definitive Transaction documents, Parent may determine instead to terminate or withdraw the offer and effect the Transaction through a merger only, in which case the relevant documents to be filed with the SEC will include a proxy statement for the solicitation of votes of the Company stockholders to approve the merger. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF APPLICABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BY PARENT, THE COMPANY, OR PURCHASER WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, OR IF APPLICABLE, VOTING ON THE TRANSACTION. A free copy of these materials will be available to the Company’s stockholders by visiting the Company’s website (https://ir.intevac.com). In addition, these materials (and all other documents filed by Parent, the Company, and Purchaser with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC.

If the tender offer is terminated and the Transaction is to be effected by merger only, in which case, the approval of the Company stockholders must be obtained, Parent, the Company and their respective directors and executive officers may be deemed to be participants in any such solicitation of proxies from the Company’s stockholders in connection with the Transaction. Information regarding Parent’s directors and executive officers is available in its most recent proxy statement that was filed with the SEC (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1137789/000113778924000085/stx-20240903.htm). Information regarding the Company’s directors and executive officers is available in its most recent proxy statement that was filed with the SEC (and is available at https://www.sec.gov/Archives/edgar/data/1001902/000119312524091334/d719495ddef14a.htm). Other information regarding potential participants in any such proxy solicitation will be contained in any proxy statement filed in connection with the Transaction.

Forward-Looking Statements

Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially.

Statements in this communication regarding the Company and Parent that are forward-looking may include statements regarding: (i) the Transaction; (ii) the anticipated occurrence, manner and timing of the proposed tender offer, (iii) the expected timing of the closing of the Transaction; (iv) considerations taken into account in approving and entering into the Transaction; (v) the anticipated benefits to, or impact of, the Transaction on the Company’s and Parent’s respective businesses; and (vi) expectations for the Company and Parent following the closing of the Transaction. There can be no assurance that the Transaction will be consummated.

Actual events or results may differ materially from these forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “propose,” “provide,” “believe,” “seek,” “estimate,” variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Transaction are not satisfied or waived; (ii) uncertainties as to how many of the Company’s stockholders will tender their stock; (iii) the possibility that competing offers will be made; (iv) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction; (v) possible disruption related to the Transaction to the Company’s and Parent’s current plans, operations and business relationships, including through the loss of customers and employees; (vi) the amount of the costs, fees, expenses and other charges incurred by the Company and Parent related to the Transaction; (vii) the risk that the Company’s or Parent’s stock price may fluctuate during the pendency of the Transaction; (viii) the diversion of the Company’s or Parent’s respective management’s time and attention from ongoing business operations and opportunities; (ix) the response of competitors and other market participants to the Transaction; (x) potential litigation relating to the Transaction; (xi) uncertainty as to timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (xii) and the impact of global macroeconomic conditions and supply chain challenges on the Company’s or Parent’s respective businesses.

A more complete description of these and other material risks can be found in the periodic reports that the Company and Parent have filed and will file with the SEC, including their Quarterly Reports on Form 10-Q for the quarterly period ended December 27, 2024 and September 28, 2024 for Parent and the Company respectively, and their Annual Reports on Forms 10-K for the fiscal year ended June 28, 2024 and December 30, 2023 for Parent and the Company respectively, as well as the Schedule TO and related tender offer documents to be filed by Parent and its acquisition subsidiary, Purchaser, the Schedule 14D-9 to be filed by the Company, and, if applicable, the proxy statement referenced above. All forward-looking statements in this communication are based on information available to the Company and Parent as of the date of this communication, and, except as required by law, neither the Company nor Parent assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of February 13, 2025, by and among Seagate Technology Holdings plc, Irvine Acquisition Holdings, Inc., and Intevac, Inc.
3.1		Amended and Restated Bylaws of Intevac, Inc., dated as of February 12, 2025
99.1		Form of Tender and Support Agreement, dated as of February 13, 2025, by and among Seagate Technology Holdings plc, Irvine Acquisition Holdings, Inc., and certain stockholders of Intevac, Inc.
99.2		Press release, dated February 13, 2025, issued by Intevac, Inc. and Seagate Technology Holdings plc
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Intevac, Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Intevac, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

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

	INTEVAC, INC.
Date: February 13, 2025	By:	/s/ Cameron McAulay
	Name:	Cameron McAulay
	Title:	Chief Financial Officer

Date: March 31, 2025

	INTEVAC, INC.

	By:	/s/ James C. Lee
	Name: James C. Lee
	Title: President

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