福尼克斯 2023年度报告

(Mark One)‒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended October 31, 2024OR‒TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from ___ to ___Commission file number 001-39063 PHOTRONICS INC (Exact name of registrant as specified in its charter)Connecticut06-0854886 15 Secor Road, Brookfield, Connecticut 06804(Address of principal executive offices)(Zip Code)(203) 775-9000(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes‒No‒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes‒No‒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes‒No‒Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes‒No‒Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):SmallerEmerging Large Accelerated FilerAccelerated Filer Non-Accelerated FilerReporting CompanyGrowth company‒‒‒‒‒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.‒Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act((§15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.‒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.‒Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).‒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes‒No‒As of April 28, 2024, which was the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates wasapproximately $1,729,553,783 (based upon the closing price of $28.28 per share as reported by the NASDAQGlobal Select Market on that date).As of December 12, 2024, 63,335,388 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of our Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the U.S. Securitiesand Exchange Commission pursuant to regulation 14A under the Securities Exchange Act of 1934, as amended areincorporated by reference into Part III of this Annual Report on Form 10-K. PHOTRONICS, INC.ANNUAL REPORT ON FORM 10-KOCTOBER 31, 2024TABLE OF CONTENTS PageGlossary of Terms and Acronyms3Cautionary Statement Regarding Forward-Looking Statements4PART I:ITEM 1. BUSINESS5ITEM 1A. RISK FACTORS11ITEM 1B. UNRESOLVED STAFF COMMENTS20ITEM 1C. CYBERSECURITY20ITEM 2. PROPERTIES22ITEM 3. LEGAL PROCEEDINGS22ITEM 4. MINE SAFETY DISCLOSURES22PART II:ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES23ITEM 6. [RESERVED]24ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS25ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA37ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE72ITEM 9A. CONTROLS AND PROCEDURES72ITEM 9B. OTHER INFORMATION74ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS74PART III:ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORA