UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 112, 2026

PHOTRONICS, INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s Telephone Number, including area code

(203) 775-9000

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

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


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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company ☐

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

Item 5.02.

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

On January 112, 2026, Photronics, Inc. (the “Company”) ~~enlarged~~appointed ~~its~~Eric ~~Board~~Rivera ofas ~~Directors~~its President. ~~from~~Mr. ~~eight~~Rivera, ~~members~~age to49, ~~nine~~will ~~and~~continue ~~elected Michelle Almeida~~ to serve as ~~an independent member of~~ the Company'’s ~~Board~~Chief ofFinancial ~~Directors.~~Officer, ~~Ms.~~which ~~Almeida~~he ~~brings~~has ~~over~~been 25since ~~years~~May of2024, ~~experience in finance with a proven track record in treasury~~ and ~~FP&A.~~will ~~Ms.~~remain ~~Almeida is a Certified Public Accountant and earned her Master of Science in Accounting from~~ the ~~University~~Company’s ofprincipal ~~Pune~~financial inofficer. ~~Pune, India~~Mr. ~~She~~Rivera ~~currently~~previously ~~serves~~served as ~~Vice~~the ~~President Corporate Finance, Treasurer at Compass Datacenters. The~~ Company ~~published a press release announcing Ms. Almeida~~’s ~~appointment to the Board of Directors on January~~Chief 7, Accounting ~~2026,~~Officer asince ~~copy~~2020 ofand ~~which~~its isCorporate ~~attached~~Controller asfrom ~~Exhibit~~2020 ~~99.1~~until ~~to this disclosure~~2024.

~~There~~On ~~are~~such nodate, ~~arrangements~~as orpart ~~understandings~~of ~~between~~this transition, the Company also appointed Rui (Elie) Zhang as its Chief Accounting Officer. Ms. ~~Almeida~~Zhang, ~~and~~age ~~any~~55, ~~other~~has ~~person~~served as ~~pursuant~~Controller of the Company since 2024, prior to which she was ~~elected~~Assistant asController. ~~a director~~Ms. ~~There~~Zhang ~~are~~will nonow ~~related-party~~serve ~~transactions~~as ~~involving~~the ~~Ms. Almeida~~Company’s ~~that~~principal ~~are~~accounting ~~required~~officer toand bewill ~~disclosed~~continue ~~pursuant~~in toher ~~Item~~role ~~404(a)~~as ofCorporate ~~Regulation S-K~~Controller.

~~Ms.~~On ~~Almeida~~such ~~will~~date, ~~receive~~the ~~compensation~~Company ~~similar~~also toappointed ~~the~~Todd ~~Company's~~Alesio ~~other~~as ~~non-employee~~its ~~directors,~~Senior ~~including~~Vice ~~cash~~President ~~retainers~~and Chief ~~for~~Administrative ~~Board~~Officer. ~~and~~Mr. ~~Committee~~Alesio, age ~~memberships~~48, ~~and~~has ~~equity-based compensation~~been inwith the ~~form~~Company since November 2024, after serving as Vice President of ~~restricted~~Human ~~stock~~Resources for Sperry Rail, Inc. Mssince 2020. ~~Almeida~~In ~~has~~this ~~not~~role, ~~yet~~Mr. ~~been~~Alesio ~~appointed~~will toretain ~~any~~his ~~Board~~responsibility ~~committees~~as Head of Global Human Resources.

There are no arrangements or understandings between Mr. Rivera, Ms. Zhang or Mr. Alesio and any other persons pursuant to which they were named to their respective offices. There are no related-party transactions involving Mr. Rivera, Ms. Zhang or Mr. Alesio that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On January 13, 2026, the Company issued a press release announcing the foregoing officer appointments, which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated January 713, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	PHOTRONICS, INC.
	(Registrant)
	By: /s/ Christopher J. Lutzo
	Name:	Christopher J. Lutzo
	Title:	Vice President,
		General Counsel and Secretary
Date: January 7, 2026

	PHOTRONICS, INC. (Registrant)

	By:	/s/ Christopher J. Lutzo

	Name:	Christopher J. Lutzo
	Title:	Vice President, General Counsel and Secretary

Date: January 13, 2026

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