FORM 10-K & 10-Q changes, risk factors and insider trading
Formfactor Inc. · Nasdaq · Semiconductors & Related Devices · CIK 1039399 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business is subject to complex and evolving data privacy and security laws, regulations, and industry standards, and our failure to comply could materially and adversely affect our business, financial condition, and results of operations.”
New heading “Failures in our information technology systems, including those incorporating artificial intelligence, or our inability to adapt to technological advancements, could disrupt our operations and harm our business.”
New heading “Our reliance on third-party data and open-source software components could expose us to intellectual property, security, and accuracy risks.”
New heading “Geopolitical tensions, particularly between the U.S. and China, and the Chinese data regulatory regime, could materially and adversely affect our operations in China and globally.”
Removed heading “Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our business and operations.”
Largest changes
“Compliance with these laws and regulations requires significant investment in personnel, technology, and process changes, and these costs are likely to increase as new requirements emerge. Our efforts to comply may not be successful, and any failure or perceived failure to comply, whether intentional or inadvertent, could result in governmental investigations, inquiries, enforcement actions, fines, civil penalties, litigation, private rights of action, or other liabilities. …”see in full comparison
“Sales of our products to customers outside of the United States represent a significant part of our past and anticipated revenues, including sales involving exports from the United States to China. Geopolitical and trade tensions between the United States and China, one of our largest markets, have led to increased tariffs and trade restrictions and have affected customer ordering patterns, and this dynamic between the countries may persist or increase for the foreseeable future. For example, the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), has amended the U.S. …”see in full comparison
“Our operations rely significantly on the continuous and secure operation of our information technology systems, networks, and infrastructure, including those of our third-party service providers. These systems are critical for managing our internal operations, processing transactions, communicating with customers and suppliers, and protecting sensitive data. …”see in full comparison
“Furthermore, China's comprehensive data regulatory framework, including the recently amended Cybersecurity Law, the Data Security Law, and the Personal Information Protection Law, imposes strict requirements on data localization, cross-border data transfers, and data security assessments. These laws contain broad extraterritorial reach and often conflict with privacy and data transfer norms in other jurisdictions. …”see in full comparison
“Our business is subject to complex and evolving data privacy and security laws, regulations, and industry standards, and our failure to comply could materially and adversely affect our business, financial condition, and results of operations.”see in full comparison
“Failures in our information technology systems, including those incorporating artificial intelligence, or our inability to adapt to technological advancements, could disrupt our operations and harm our business.”see in full comparison
Full comparison: every changed paragraph (32)
A relatively small number of customers account for a significant portion of our revenues. TwoOne customer represented 22.9% of total revenues in fiscal 2025, two customers represented a combined 33.5% of total revenues in fiscal 2024,2024 and one customer represented 17.1% of total revenues in fiscal 2023 and one customer represented 19.0% of total revenues in fiscal 2022.2023. We anticipate that sales of our products to a relatively small number of customers will continue to account for a significant portion of our revenues, which can drive material fluctuations in sales volume, gross margins due to changes in mix, and leverage on fixed costs. Consolidation in the semiconductor industry may increase this concentration. In the future, the loss of any of these customers, or cancellation, reduction or deferral of even a small number of purchases of our products by these customers, could significantly reduce our revenues. A decline in our customers' market share and commercial success, including their ability to compete favorably within their respective end markets, could significantly impact demand for our products and reduce our revenues. Cancellations, reductions, deferrals or non-payment of invoices could result from downturns in the semiconductor industry, including the cyclical downturn we have been experiencing, manufacturing delays, quality or reliability issues with our products, or from interruptions to our customers’ operations due to fire, natural disasters or other events, or other issues with the financial stability of our customers. Furthermore, because our probe cards are custom products designed for our customers’ unique wafer designs, any cancellations, reductions or delays can result in significant non-recoverable costs, including but not limited to the potential for impairment of inventories. In some situations, our customers might be able to cancel or reduce orders without a significant penalty.
Consolidation in the semiconductor industry may reduce our customer base and could adversely affect the market for our products, which could negatively impact our revenues. With consolidation, the number of actual and potential customers for our products has decreased in recent years. Consolidation may lead to relatively fewer opportunities to sell our products if we are not chosen as a supplier by any given prospective customer, and may lead to increased pricing pressures from customers that have greater volume purchasing power.
The semiconductor industry has historically been cyclical and is characterized by wide fluctuations in product supply and demand. From time to time, this industry has experienced significant downturns, often in connection with, or in anticipation of, maturing product and technology cycles, excess inventories, and declines in general economic conditions. The global economic and semiconductor downturns have caused and may in the future cause our operating results to decline dramatically from one period to the next. For example, the semiconductor industry in general experienced a cyclical downturn beginning the second half of fiscal 2022 that extended through at least fiscal 2024, resulting in a significant decline in demand for foundry & logic and DRAM products over the same period. Global economic stability can be negatively affected by a variety of factors and interrelationships, including the impacts of epidemics and pandemics, military conflicts or regional tensions, climate change, trade tensions, barriers and conflicts (such as the U.S.-China trade restrictions implemented since fiscal 2022 and those proposed to be implemented by the new U.S. presidential administration) and other factors acting alone or in combination. Some of these factors can also have a more direct adverse impact upon our operations to varying degrees. Our business depends heavily upon the development and manufacture of new semiconductors, the rate at which semiconductor manufacturers make transitions to smaller nanometer technology nodes and implement tooling cycles, the volume of production by semiconductor manufacturers, and the overall financial strength of our customers, which, in turn, depend upon the current and anticipated market demand for semiconductors and products that use semiconductors, such as servers, artificial intelligence, personal computers, automobiles and cell phones. During industry downturns, semiconductor manufacturers sharply curtail their spending, including their spending on our products, which may adversely impact our revenues, gross margins and results of operations. Further, a protracted downturn could cause one or more of our customers to become insolvent, resulting in a loss of revenue and impacting our ability to collect on accounts receivable. The timing, length and severity of these cyclical downturns are difficult to predict, and our business depends on our ability to plan for and react to these cyclical changes.
To improve our manufacturing processes, we have incurred, and may incur in the future, substantial costs in an effort to optimize capacity and yields, open new manufacturing facilities, implement new manufacturing technologies, methods and processes, purchase new equipment, upgrade existing equipment, and train technical personnel. For example, in June 2025, we purchased a manufacturing site in Farmers Branch, Texas, which is being built out for an expected production ramp beginning late in the fourth quarter of fiscal 2026. The successful ramp of this facility is subject to numerous risks and uncertainties, including delays in construction, equipment delivery or installation, challenges in achieving planned production capacity, yields or cost targets, difficulties recruiting, retaining and training qualified personnel, delays in obtaining customer qualifications or regulatory approvals, supply chain constraints, and integration challenges with our existing operations. If we are unable to increase capacity at our Farmers Branch site in a timely and cost-effective manner, or if the site does not perform as expected, we may be unable to meet customer demand, which could result in lost sales opportunities, reduced market share, damage to customer relationships and our reputation, and potential contractual penalties. In addition, if actual costs to build out and operate the facility exceed our estimates, or if production volumes or yields are lower than anticipated, our margins and operating results could be adversely affected. Further, rapid production ramps or process changes may negatively impact product quality, reliability or consistency, which could result in increased warranty claims, field failures, returns, rework costs or customer dissatisfaction.
To improve our manufacturing processes, we have incurred, and may incur in the future, substantial costs in an effort to optimize capacity and yields, open new manufacturing facilities, implement new manufacturing technologies, methods and processes, purchase new equipment, upgrade existing equipment, and train technical personnel. We have experienced, and may experience in the future, manufacturing delays and other inefficiencies in connection with implementation of these improvements and customer qualifications of new processes or products. These delays and other inefficiencies may arise from a variety of factors. Further, these investments may consume available cash in the short term for anticipated benefit that may or may not occur. Our operating results and liquidity have been and may in the future be negatively impacted by these factors.
For example, the COVID-19 pandemic showed the extent to which new pathogens are capable of disrupting business operations and economic activity locally and worldwide. Health crises can severely disrupt global supply chains, including for parts and materials that we use to manufacture our products, and affect economic conditions in the markets for our products. The circumstances which give rise to epidemics and pandemics from new or existing pathogens with similar impacts are expected to persist indefinitely.
AnotherFor example of events outside of our control arises fromexample, our manufacturing facilities beingare located in seismically active areas in California and Oregon. The manufacturing equipment and processes that we use can be severely disrupted by seismic activity. A significant seismic event in an area of our operations could have a materially negative impact on our operations, financial results or financial condition.
Much of the infrastructure on which we rely for our operations is outside of our control, such as electric power infrastructure. We have previously experienced disruptions to electrical power at some of our premises in California and China,California, especially when aging infrastructure or inadequate electric power service has been impacted by high demand, fires, and weather which may worsen over time with climate change, and other events. Our efforts to mitigate the effects on us from interruptions in the availability of electric power, or other infrastructure, may not adequately prevent materially negative impacts on our operations, and in turn our financial results.
Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our business and operations.
The physical impacts of climate change could adversely impact our costs and operations. There has been public discussion that climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought, and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured, and may also limit our ability to fully insure facilities on a cost-effective basis in the future. Periods of extended inclement weather may inhibit construction of our capital improvement projects. Any such events could adversely impact our costs or results of operations.
Concerns relating to climate change have led to a range of local, state, federal, and international regulatory and policy efforts to seek to address greenhouse gas (“GHG”) emissions. In the U.S., various approaches are being proposed or adopted at the federal, state, and local government levels, such as recent legislation enacted in California. These efforts could lead to additional costs on the Company now or in the future, including increased energy and other capital or operational costs, or additional legal requirements on the Company. These efforts could also materially increase our costs of evaluating potential manufacturing sites, or in some cases eliminate some potential locations as feasible sites. In addition to the potential for additional GHG regulation or incentives, enhanced corporate, public, and stakeholder awareness of climate change could affect the Company's reputation or customer demand. Climate change concerns and GHG regulatory efforts could also affect the Company's customers themselves. We could also face pressure from these groups to adapt our physical facilities for alternative sources of energy, which may be less cost-effective than current sources. Any of these factors, individually or combined with one or more factors, or other unforeseen factors or other impacts of climate change, could affect the Company and adversely impact our business, operations, or financial condition.
Our electronic data systems may be subject to defects, failures or disruptions as a result of, among other things, natural disasters, accidents, power disruptions, telecommunications failures, deficiencies in new system designs and implementations, acts of terrorism or war, physical security breaches, computer viruses or other cyber attacks.cyber-attacks. Such incidents or other system failures or disruptions could subject us to downtime and delays, compromise or loss of sensitive or proprietary information, destruction or corruption of data, financial losses from remedial actions, breaches of obligations to third parties under privacy laws or contracts, or damage to our reputation or customer relationships. Any of the foregoing could have a material adverse effect on our business, operating results and financial condition.
Our business is subject to complex and evolving data privacy and security laws, regulations, and industry standards, and our failure to comply could materially and adversely affect our business, financial condition, and results of operations.
We collect, process, store, and transmit large amounts of sensitive and confidential data, including personal data of our customers, employees, and third parties. This activity subjects us to a complex and continually evolving landscape of U.S. federal and state laws, foreign laws, and industry standards regarding data privacy and security. These include, but are not limited to, the General Data Protection Regulation in the European Union, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and other state-specific privacy laws in the United States, as well as contractual obligations and industry-specific requirements. These laws and standards are subject to varying interpretations and can be inconsistent across jurisdictions, creating compliance challenges and increasing our legal and operational exposure.
Compliance with these laws and regulations requires significant investment in personnel, technology, and process changes, and these costs are likely to increase as new requirements emerge. Our efforts to comply may not be successful, and any failure or perceived failure to comply, whether intentional or inadvertent, could result in governmental investigations, inquiries, enforcement actions, fines, civil penalties, litigation, private rights of action, or other liabilities. Such events could lead to significant financial costs, reputational damage, loss of customer trust, and restrictions on our ability to process data, which could materially and adversely affect our business, financial condition, and results of operations.
Failures in our information technology systems, including those incorporating artificial intelligence, or our inability to adapt to technological advancements, could disrupt our operations and harm our business.
Our operations rely significantly on the continuous and secure operation of our information technology systems, networks, and infrastructure, including those of our third-party service providers. These systems are critical for managing our internal operations, processing transactions, communicating with customers and suppliers, and protecting sensitive data. Despite our efforts to maintain the security and integrity of our IT environment, our systems are subject to inherent risks, including natural disasters, power outages, telecommunications failures, malicious cyberattacks (such as ransomware, phishing, and denial-of-service attacks), computer viruses, or human error. Any significant disruption, security breach, or unauthorized access to or disclosure of confidential information could lead to significant financial losses, reputational damage, regulatory penalties, legal liabilities, and operational disruptions, which could materially and adversely affect our business.
Furthermore, we utilize artificial intelligence (“AI”) technologies in various aspects of our operations, which introduces novel and evolving risks. AI models can produce inaccurate, biased, or unpredictable outputs, potentially leading to flawed decision-making, operational inefficiencies, or customer dissatisfaction. The use of AI also raises complex legal and ethical questions, including those related to intellectual property ownership of AI-generated content, the privacy and security of data used to train AI models, and accountability for AI system failures. The regulatory landscape governing AI is rapidly developing, and new laws or interpretations could impose significant compliance costs, restrict our use of AI, or expose us to unforeseen liabilities. These risks, individually or in the aggregate, could materially and adversely affect our business, financial condition, and results of operations.
Our reliance on third-party data and open-source software components could expose us to intellectual property, security, and accuracy risks.
We incorporate research, published data, and open-source software components into our products, services, and internal operations. While these resources can enhance our capabilities and efficiency, they also introduce significant risks. The use of third-party data may expose us to risks of data inaccuracy, incompleteness, or misinterpretation, which could lead to flawed analyses, erroneous business decisions, and reputational harm. We may also inadvertently infringe upon the intellectual property rights of others if the data we use is not properly licensed or if its use violates existing copyrights, patents, or trade secrets.
Moreover, the use of open-source software components carries inherent risks. Open-source licenses may contain terms that require us to disclose our proprietary source code, grant licenses to our intellectual property, or incur significant costs to re-engineer our solutions if we are unable to comply with such terms. Additionally, open-source software is often maintained by a community of developers and may not be subject to the same rigorous security and quality assurance processes as commercial software. This can result in undiscovered vulnerabilities, security flaws, or bugs that could be exploited by malicious actors, leading to data breaches, system outages, or other security incidents. Any of these risks could result in significant legal liabilities, enforcement actions, operational disruptions, and reputational damage, which could materially and adversely affect our business, financial condition, and results of operations.
Geopolitical tensions, particularly between the U.S. and China, and the Chinese data regulatory regime, could materially and adversely affect our operations in China and globally.
Our operations, including data processing and transfer activities, are subject to the evolving geopolitical landscape and the increasingly stringent regulatory environment in jurisdictions where we operate or from which we process data. Specifically, escalating trade tensions and policy divergence between the U.S. and China, including restrictions on technology transfers, cross-border data transfers, export controls, and investment limitations, could impact our ability to conduct business, access critical technologies, or operate effectively in the Chinese market. The sale of our products as a percentage of our revenues to customers inside of China represented 7%, 14%, and 14% of total revenue for fiscal 2025, 2024 and 2023, respectively.
Furthermore, China's comprehensive data regulatory framework, including the recently amended Cybersecurity Law, the Data Security Law, and the Personal Information Protection Law, imposes strict requirements on data localization, cross-border data transfers, and data security assessments. These laws contain broad extraterritorial reach and often conflict with privacy and data transfer norms in other jurisdictions. Our compliance with these complex and sometimes ambiguous regulations may require significant operational adjustments, increase our compliance costs, and restrict our ability to transfer data necessary for our global operations. Any failure or perceived failure to comply with these laws could result in severe penalties, including substantial fines, suspension of business operations, blacklisting, damage to our reputation, and restrictions on our ability to collect, process, or transfer data, which could materially and adversely affect our business, financial condition, and results of operations.
Any of these factors could harm our existing international operations, impair our ability to continue expanding into international markets or materially adversely affect our operating results. Political developments in the United States and elsewhere may increase the risks and uncertainties associated with conducting international business, including the possibilities of greater tariffs and other trade barriers in the regions where we conduct business. In fiscal years 2025, 2024 and 2023, we observed a continuing trend of increasing risks and challenges in the conduct of our international business activities, including expanded tariffs and other trade barriers affecting the United States and China, and currently there are rising trade tensions and conflicts (including proposed tariffs) between the United States and other countries, such as China.countries. Additionally, we are required to comply with foreign import and export requirements, customs and value added tax standards that can be unclear or complex. Our failure to meet these requirements and standards could negatively impact our business operations.
Sales of our products to customers outside of the United States represent a significant part of our past and anticipated revenues. In recent months, markets have reacted adversely to geopolitical tensions, volatility and uncertainty in international trade policies, substantially stemming from the U.S. government’s implementation of rapidly evolving changes to trade policies, including new and expanded tariffs and changes in U.S. participation in multilateral trade agreements resulting in reciprocal tariffs and other trade restrictions imposed and modified, and selective tariff exemptions being granted, often suddenly and with little notice, impacting a broad range of raw materials and trade globally.
In reaction to U.S. trade regulations, governments and private businesses outside the United States may implement retaliatory controls and preferences for non-U.S. or local suppliers, which can increase our manufacturing and transaction costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders. These and other regulatory and policy changes, and the reactions of customers to such changes, in the United States and elsewhere, could materially and negatively affect our future sales and operating results.
Sales of our products to customers outside of the United States represent a significant part of our past and anticipated revenues, including sales involving exports from the United States to China. Geopolitical and trade tensions between the United States and China, one of our largest markets, have led to increased tariffs and trade restrictions and have affected customer ordering patterns, and this dynamic between the countries may persist or increase for the foreseeable future. For example, the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), has amended the U.S. Export Administration Regulations to expand license requirements on exports to entities in China that may support military end uses. These rules expand export license requirements on a broader set of items from the U.S., including many of our products, and for a broader set of customers in China and elsewhere. The BIS has also broadened the application of U.S. export controls to certain items which may be subject to Foreign Direct Product Rules (“FDPR”). There is no assurance that we will obtain any export licenses on a timely basis or at all. There also remains considerable uncertainty regarding the interpretation and implementation of new regulations. In reaction to U.S. trade regulations, governments and private businesses outside the United States, particularly in China, may implement retaliatory controls and preferences for non-U.S. or local suppliers, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders. For example, China has restricted U.S. access to certain minerals and has blocked certain companies that provide products to Taiwan's military from selling products in China. Also, in China, we are observing stronger preferences for non-U.S. suppliers in general, and in favor of new and existing local suppliers in particular. These and other regulatory and policy changes, and the reactions of customers to such changes, in the U.S. and elsewhere, could materially and negatively affect our future sales and operating results.
We have recorded significant restructuring charges in prior periods, and we may implement restructuring plans in the future, which would require us to take additional, potentially material, restructuring charges related to employee terminations, asset disposal or exit costs. We may also be required to write-off additional inventory if our product build plans or usage of inventory experience declines, and such additional write-offs could constitute material charges. In addition, significant adverse changes in market conditions could require us to take additional material impairment charges related to our long-lived assets if the changes impact the critical assumptions or estimates that we use in our assessment of the recoverability of our long-lived assets. Any such additional charges, whether related to restructuring, asset impairment or factory underutilization, may have a material negative impact on our operating results and related financial statements. For example, in the first quarter of 2026 we announced restructuring plans, which include the consolidation of the manufacturing facilities located in Carlsbad and Baldwin Park, California to other manufacturing facilities, that are expected to result in the Company recording restructuring charges in the aggregate amount of approximately $30 million to $40 million.
In addition, thewe Company hashave provided voluntary disclosures on ESG matters, including energy usage, greenhouse gas emissions, health and safety, diversity and inclusion, and labor and human rights. Such disclosures are aspirational and based on frameworks and standards for such initiatives and progress that are still developing, assumptions that may change, and disclosure control and procedures that continue to evolve. We may fail, or be perceived to fail, in attaining or maintaining our ESG-related initiatives. These events or perceptions may expose us to additional reputational and operational risks. Additionally, anti-ESG sentiment exists among certain stakeholders. We have been and may again be subject to negative responses from certain stakeholders regarding our selection of certain goals and our strategic choices regarding related matters due to anti-ESG sentiment, which could negatively impact our reputation, business and financial results.
Our acquisitions or investments may subject us to new or heightened risks. Integrating any newly acquired businesses, property, manufacturing facilities, products or technologies into our company draws upon our resources in ways that can be expensive and time consuming, particularly when we conduct these activities internationally. These activities can substantially affect our financial resources, could cause delays in product delivery and might not be successful. Acquisitions and investments can divert management’s attention and expose our business to new liabilities or risks associated with entering into new or expanded business activities. In addition, we might lose key employees or have difficulty finding adequate talent while integrating new organizations.organizations or expanding our business activities. We might not be successful in integrating any acquired businesses, property, manufacturing facilities, products or technologies, and might not achieve anticipated revenues and cost benefits. InvestmentsInvestments, including investments in capital projects, that we make may not result in a return consistent with our projections upon which such investments are made, or may require additional investment that we did not originally anticipate. In the case where we hold a minority equity interest in a company, we may not have the ability to exert control over the entity and therefore may be subject to additional risks that could adversely impact our reputation, business, financial performance and growth. In addition, acquisitions can result in customer dissatisfaction, performance problems with an acquired company, potentially dilutive issuances of equity securities or the incurrence of debt and restrictive debt covenants, contingent liabilities, possible impairment charges related to goodwill or other intangible assets, or other adverse impacts or circumstances. If any of these risks were to come about, our business, financial results and stock price could be materially and adversely affected.
•changes, including delays or declines, in investment in artificial intelligence infrastructure;
Management's Discussion & Analysis (MD&A)
New heading “Statements” that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” and elsewhere in this Annual Report on Form 10-K.”
New heading “Factory Start-Up Costs”
New heading “One Big Beautiful Bill”
New heading “Revolving Credit Agreement”
New heading “Building Term Loan and Interest Rate Swap”
Removed heading “Gain on sale of business”
Largest changes
“The Revolver contains customary representations and warranties, and affirmative and negative covenants, and events of default, including limitations on subsidiary indebtedness and liens, we well as requirements to maintain specified financial ratios. These financial covenants include a requirement to maintain a consolidated total net leverage ratio not exceeding 3.50 to 1.00 as of the last day of each fiscal quarter, which may increase to 4.00 to 1.00 for four fiscal quarters following a permitted acquisition. We were in compliance with the Facility's covenants as of December 27, 2025.”see in full comparison
“Beginning in 2022, the U.S. Tax Cuts and Jobs Act of 2017 eliminated the existing option to deduct research and development expenditures and requires taxpayers to amortize such expenditures attributable to domestic and foreign research over five and fifteen years, respectively, pursuant to IRC Section 174. While the capitalization requirement has a negative impact on our cash flows, there are offsetting benefits from the enactment of this provision that we have included in our estimated annual effective tax rate. …”see in full comparison
“•Expanded export license requirements for the export of advanced U.S. semiconductor technology to China that was imposed by the U.S. government beginning the fourth quarter of fiscal 2022 have caused volatility in the Chinese region over the last two fiscal years, negatively impacting our revenue compared to fiscal 2022. These requirements have restricted our ability to ship products to the region, decreasing demand from domestic China customers. …”see in full comparison
“Statements” that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” and elsewhere in this Annual Report on Form 10-K.”see in full comparison
“The decrease in net income in fiscal 2025 compared to fiscal 2024 was primarily due to the gain on sale of business recognized in fiscal 2024 from the sale of our China operations that did not repeat in fiscal 2025. Excluding the impact from the fiscal 2024 gain, our financial performance was driven by record revenue levels led by strong growth in our DRAM product segment, particularly with demand for HBM chips utilized in generative artificial intelligence applications. …”see in full comparison
Full comparison: every changed paragraph (74)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions as described under the “Note Regarding Forward-Looking Statements” that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Statements” that appears earlier in this Annual Report on Form 10-K. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Highlights during fiscal year 2025 include the following:
•Achieved record annual revenue of $785.0 million.
•Purchased a manufacturing site in Texas, which is expected to begin ramping production in late fiscal 2026.
•Benefited from growth driven by exposure to end markets supporting artificial intelligence–related infrastructure, including HBM.
•Made meaningful progress in establishing customer engagements to further diversify our customer base.
We generated net income of $54.4 million in fiscal 2025 compared to net income of $69.6 million in fiscal 2024 and net income of $82.4 million in fiscal 2023.
The decrease in net income in fiscal 2025 compared to fiscal 2024 was primarily due to the gain on sale of business recognized in fiscal 2024 from the sale of our China operations that did not repeat in fiscal 2025. Excluding the impact from the fiscal 2024 gain, our financial performance was driven by record revenue levels led by strong growth in our DRAM product segment, particularly with demand for HBM chips utilized in generative artificial intelligence applications. Despite this revenue growth, gross margins declined year over year, though third and fourth quarters have shown meaningful improvement in gross margins compared to the first half of fiscal 2025 and second half of fiscal 2024.
Our fiscal 2024 financial results reflected our strengthening momentum driven by increasing demand for high bandwidth memory (“HBM”) chips utilized in generative artificial intelligence applications. On February 26, 2024, we completed the sale of our China operations, resulting in net consideration received of $21.4 million and a pre-tax gain of $20.3 million. With this transaction, we established an exclusive distribution and partnership agreement to continue sales and support of our products in the region (the “China Transaction”).
We generated net income of $69.6 million in fiscal 2024 compared to net income of $82.4 million in fiscal 2023 and net income of $50.7 million in fiscal 2022. The decrease in net income in fiscal 2024 compared to fiscal 2023 was primarily due to a reduced gain on sale of business with the fiscal 2024 gain from the sale of our China Transactionoperations being less than the fiscal 2023 gain from the sale of our FRT business further described below. Excluding the impact of gains in each period, our financial performance was driven by the strengthening of certain areas of the semiconductor industry, which increased demand in some markets within our Probe Cards segment, particularly with demand for HBM chips utilized in generative artificial intelligence applications and the ramp of new mobile application processor designs. While we experienced growth in total revenues year over year, the Systems segment was negatively impacted due to the absence of metrology system sales as a result of the sale of our FRT Metrology business in the fourth quarter of fiscal 2023.
The increase in net income in fiscal 2023 compared to fiscal 2022 was primarily due to a gain recognized from the sale of our FRT business of $73.0 million. Apart from this gain, the semiconductor industry weakness that began in the third quarter of fiscal 2022 continued into fiscal 2023, impacting our Probe Cards segment with a $93.5 million reduction in revenue and the associated decline in gross margins from the lower operating levels. Systems segment showed strength in fiscal 2023 with revenue increasing $8.7 million, or about 5.6%, compared to fiscal 2022, driven by our customers' spending on research and development of next-generation innovation.
Recent DevelopmentDevelopments
Restructure — In January 2026, we adopted restructuring plans that are intended to better align cost structure and support gross margin improvement to our target financial model, while also aligning manufacturing capabilities with current and anticipated business needs and our strategic priorities. As part of this restructuring plan, we are consolidating the manufacturing facilities located in Carlsbad and Baldwin Park, California to other sites. The Baldwin Park site manufactured through January 2026 and the Carlsbad site is expected to manufacture through December 2026.
Acquisition — In December 2025, we acquired Keystone Photonics. This acquisition strengthened our position at the forefront of AI infrastructure demand, and strengthened our position at the forefront of the explosive market growth in silicon photonics (“SiPh”), extending our integrated test system leadership and leveraging our unique lab-to-fab position as SiPh and co-packaged optics manufacturers leap from concept to high-volume production.
Factory Expansion — In June 2025, we purchased a manufacturing site in Farmers Branch, Texas, which comprises four structures and includes 50,000 square feet of existing clean room space. This manufacturing facility enabled us to acquire a scarce, fit-for-purpose asset that aligned with our strategic roadmap and provides significant operational flexibility. Located in a lower-operating cost region, it was one of a handful of existing available facilities in the U.S. that had a clean room and came equipped with the infrastructure to meet our future manufacturing needs.
Investment Acquisition — In February 2025, we, together with MBK Partners, a private equity firm,we acquired FICT Limited (“FICT”) from Advantage Partners Inc. In connection with the acquisition, we obtained a 20% equity interest in FICT,FICT inLimited exchange for funding $59.6 million of the purchase price.(“FICT”). Headquartered in Nagano, Japan, FICT is a provider of semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services. Under the equity method, upon closing this investment, the investment will be included as a separate item in our Consolidated Balance Sheets and we will record our proportionate share of FICT’s net income or loss as a separate item in our Consolidated Statements of Operations.
We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. The fiscal years ended December 27, 2025, December 28, 2024,2024 and December 30, 2023 and December 31, 2022each included 52 weeks, 52 weeks, and 53 weeks (with 14 weeks in the fourth quarter), respectively.weeks.
(1) During the fourth quarter of fiscal 2023, we completed the sale of our FRT business. As a result, we generated no metrology systems revenue during fiscal 2025 and fiscal 2024, compared to $21.2 million and $29.0 million, during fiscal 2023 and fiscal 2022, respectively.2023.
(1) During the fourth quarter of fiscal 2023, we completed the sale of our FRT business. As a result, we generated no metrology systems revenue during fiscal 2025 and fiscal 2024, compared to $21.2 million and $29.0 million, during fiscal 2023 and fiscal 2022, respectively.2023.
Foundry & Logic — The increasedecrease in Foundry & Logic product revenue in fiscal 20242025 compared to fiscal 20232024 was primarily driven by weaker demand for probe cards associated with client PC and server microprocessor designs, reflecting reduced customer production levels during the ramp of new mobile application processor designs.year.
DRAM — The increase in DRAM product revenues in fiscal 20242025 compared to fiscal 20232024 was primarily driven by increased demand for HBM designs utilized in generative artificial intelligence applications as well as increased demand for other non-HBM DRAM designs, particularly DDR5.applications.
Flash — The decreaseincrease in Flash product revenue in fiscal 20242025 compared to fiscal 20232024 was primarily driven by lowerincreased customer production activity and demand for our products.
Systems — The increase in Systems product revenue in fiscal 2025 compared to fiscal 2024 was driven by increased sales of thermal systems, probe stations, and cryogenic systems.
Systems — The decrease in Systems product revenue in fiscal 2024 compared to fiscal 2023 was primarily driven by the absence of metrology systems revenue due to the sale of our FRT Metrology business during the fourth quarter of fiscal 2023. Excluding the impact of the sale of our FRT Metrology business, Systems revenue decreased by $6.3 million, or 4.4%, primarily due to a decline in sales of thermal systems and probe stations.
Changes in revenue by geographic region in fiscal 20242025 compared to fiscal 20232024 were primarily attributable to changes in customer demand, shifts in customer regional manufacturing strategies, particularly with our large multinational customers, product sales mix, and impacts from trade restrictions.restrictions, and product sales mix. Specifically, the changes in revenue by geographic region was attributable to the following:
•A single large U.S.-based company shifted shipments from Malaysia and China to the United States that contributed to the fluctuations in revenue for those regions in fiscal 2024 compared to fiscal 2023.
•Increased demand fromfor aour largeFoundry Chinese& DRAMLogic integratedprobe devicecard manufacturerproducts contributed to the increase in revenue for ChinaTaiwan in fiscal 20242025 compared to fiscal 2023.2024.
•Trade restrictions for the export of advanced U.S. semiconductor technology to China has caused decreasing demand from Chinese customers.
•Expanded export license requirements for the export of advanced U.S. semiconductor technology to China that was imposed by the U.S. government beginning the fourth quarter of fiscal 2022 have caused volatility in the Chinese region over the last two fiscal years, negatively impacting our revenue compared to fiscal 2022. These requirements have restricted our ability to ship products to the region, decreasing demand from domestic China customers. Additionally, these requirements have caused, and continue to drive, some of our multinational customers to concentrate operations in regions other than China, lowering overall demand for those customers within the region. We anticipate a further reduction in demand in fiscal 2025 due to additional tightening of export controls, which will limit our ability to ship advanced probe cards in the region.
Probe Cards—Gross profit and gross margin in the Probe Cards segment increaseddecreased in fiscal 20242025 compared to fiscal 2023,2024, despite the record revenue levels primarily due to greaterhigher revenuesmanufacturing andcosts, morewhich favorableincluded absorption ofincreased costs onfor higher production volumes. These increases weretariffs, partially offset by ana unfavorablefavorable product mix and favorable factory utilization with athe higherincreased concentration of lower-margin DRAM product sales and a lower concentration of higher-margin Foundry & Logic product sales.volumes. For fiscal 20242025 compared to fiscal 2023,2024, DRAM revenue was up from 22.9%36.3% of Probe Card sales to 36.3%38.8% of Probe Card sales, and Foundry & Logic revenue was down from 73.0%60.9% of Probe Card sales to 60.9%58.0% of Probe Card sales. In general, our DRAM products have lower margins than our Foundry & Logic products.products, although there is a significant intra-market variance depending on customer and device.
Systems—Gross profit and gross margin in the Systems segment increased while gross margin decreased in fiscal 20242025 compared to fiscal 2023,2024, primarily as a result of lowergreater revenues,revenues lessthat favorablewas absorptionoffset by an increase in manufacturing spending and an unfavorable product mix as a greater percentage of costsSystems onsegment revenues were from lower productionmargin volumes, and a less favorable product mix, in part related to the divestiture of the FRT Metrology business, which was completed during the fourth quarter of fiscal 2023.products.
Corporate and Other—Corporate and Other includes unallocated expenses relating to stock-based compensation expense, amortization of intangible assets, inventory and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. The Corporate and Other grossexpenses loss decreasedincreased in fiscal 20242025 compared to fiscal 2023,2024 primarily due to thehigher absencerestructuring of amortization expense associated with our FRT Metrology business,charges, which waswere soldpartially duringoffset theby fourthlower quarterstock-based ofcompensation fiscaland 2023.lower amortization.
Overall—Gross profit and gross margin fluctuate with revenue levels, product mix, selling prices, factory loading and material costs. For fiscal 20242025 compared to fiscal 2023,2024, gross profit increased and gross margins have increased primarilydecreased as a result of moregreater revenues and a favorable absorptionproduct ofmix, coststhat on higher revenues, partiallywas offset by anhigher unfavorablemanufacturing productcosts, mix,which asincluded describeda above.1.4% gross margin impact from increased costs for tariffs. Despite the impact of tariffs, third and fourth quarters of fiscal 2025 have shown meaningful improvement in gross margins compared to the first half of fiscal 2025 and second half of fiscal 2024.
Stock-based compensation expense included in cost of revenues for fiscal 20242025 and 20232024 was $7.7$7.4 million and $6.9$7.7 million, respectively. The increase of stock-based compensation in fiscal 2024 compared to fiscal 2023 was driven by an increase in weighted average fair value of awards outstanding.
The increasedecrease in research and development expense in fiscal 20242025 compared to fiscal 20232024 was primarily driven by ana increasedecrease in general operational costs, which includes the benefit of a German government grant earned in fiscal 2025 that partially offset expenses, lower project material costs, lower stock based compensation and decreased employee compensation costs from higherlower performance-based compensation and general operational costs.compensation.
Stock-based compensation expense included within research and development in fiscal 20242025 and 20232024 was relatively flat at $10.7$10.3 million inand both$10.7 periods.million, respectively.
The increasedecrease in selling, general and administrative expense in fiscal 20242025 compared to fiscal 20232024 was primarily driven by increasedinitiatives to further control operating expenses, resulting in lower general operating costs. These reductions included decreased employee compensation fromdue higherto performance-basedlower compensationperformance‑based and increased commissions expense from increased revenues,compensation, partially offset by higher employee‑related costs from annual pay increases, as well as lower consulting fees. In addition, we incurred lower stock‑based compensation expense, commission expense, and amortization of intangibles.intangible assets, partially offset by higher restructuring charges related to operating efficiency initiatives.
Factory Start-Up Costs
Factory start-up costs are current year costs associated with our newly purchased manufacturing site in Farmers Branch, Texas. The start-up costs consist of utilities, employee compensation costs, taxes and licenses, facility maintenance, and other expenses being incurred while the site is being brought to its intended use. These costs are expected to increase as we continue the build-out, with an expected production ramp beginning late in the fourth quarter of fiscal 2026, and are expected to be between $20.0 million to $25.0 million over fiscal 2026. We expect that when the site begins revenue-generating production, the operating costs of that site previously expensed as factory start-up costs will instead be primarily expensed as part of the cost of the production in the Consolidated Statements of Income as a Cost of revenues.
Gain on sale of business
Gain on sale of business represents the gain on the sale of our China operations for $20.3 million during fiscal 2024 and the gain on the sale of our FRT business for $73.3 million, of which $73.0 million was recognized during fiscal 2023 and $0.3 million was recognized during fiscal 2024. See Note 5, Divestitures, for additional information.
Interest income is earned on our cash, cash equivalents, restricted cash and marketable securities. The increasedecrease in interest income in fiscal 20242025 compared to fiscal 20232024 was attributable to higherlower invested balances and higherlower weighted average yield on cash and investments.
Interest expense primarily includes interest on our term loan, interest rate swap derivative contract, andcommitment fee on our revolving credit facility, term loan issuance costs amortization charges, and our revolving credit facility issuance costs amortization charges. The increase in interest expense for fiscal 20242025 compared to fiscal 20232024 was relatively flat. This stability is due to ourfees interest rate swap, which converted the interest rate onfor our long-termundrawn debtrevolving tocredit a fixed rate.facility.
Other income (expense), net, primarily includes the effects of foreign currency and various other gains and losses. TheWe increasepartially inmitigate Otherour incomerisk (expense),from net,currency inmovements fiscalby 2024hedging comparedcertain tobalance fiscalsheet 2023exposures, waswhich primarilyminimizes attributablethe toimpacts anduring otherperiods than temporary impairment on a debt receivable for $1.1 million in fiscal 2023 that did not recur in fiscal 2024 and an increase inof foreign exchange gains.volatility. Foreign exchange gains for fiscal 20242025 and fiscal 20232024 were $1.0$1.8 million and $0.6$1.0 million, respectively.
Provision for income taxes reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from tax credits and the foreign-derived intangible income deduction. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to U.S. federal, state or foreign tax laws, changes in stock-based compensation expense/benefit, future expansion into areas with varying country, state, and local income tax rates, and deductibility of certain costs and expenses by jurisdiction. The increase in our effective tax rate for fiscal 2024,2025, when compared to the corresponding period in the prior year, was primarily driven by the saleimpact of our FRT business andimplementing the relatedOne capitalBig gainBeautiful exclusionBill forAct German(“OBBBA”) tax purposeslaw that impacted fiscal year ended December 30, 2023, that did not repeat in the current year.changes.
One Big Beautiful Bill
On July 4, 2025, the OBBBA, which included a broad range of tax reform provisions that affected our financial results, was signed into law in the United States. Among other provisions, the OBBBA repealed the capitalization of domestic Research and Development (“R&D”) expenditures and included a reduced deduction rate on Foreign-derived Deduction Eligible Income and income from non-U.S. subsidiaries. We evaluated the impact of these provisions and implemented our current strategy, which, after considering the interplay of the various tax calculations affected by the OBBBA, resulted in a modest net increase to our effective tax rate.
The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (the “CHIPS Act”) was signed into law on August 9, 2022. The CHIPS Act provides for various incentives and tax credits, among other items, including the Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022. At least a portion of our future capital expenditures will qualify for this credit, which benefits us by allowing us to net the credit received against our costs. The AMIC credit is accounted for outside of ASC 740 as a reduction to the depreciable basis of the assets used in operations and will not have an impact on our effective tax rate.
Beginning in 2022, the U.S. Tax Cuts and Jobs Act of 2017 eliminated the existing option to deduct research and development expenditures and requires taxpayers to amortize such expenditures attributable to domestic and foreign research over five and fifteen years, respectively, pursuant to IRC Section 174. While the capitalization requirement has a negative impact on our cash flows, there are offsetting benefits from the enactment of this provision that we have included in our estimated annual effective tax rate. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be deferred, modified, or repealed. Changes in our tax provisions or an increase in our tax liabilities, whether due to changes in applicable laws and regulations, the interpretation or application thereof, or a final determination of tax audits or litigation or agreements, could have a material adverse effect on our financial position, results of operations and/or cash flows.
Our working capital increaseddecreased to $433.2 million at December 27, 2025 compared to $473.8 million at December 28, 2024 compared to $442.7 million at December 30, 2023.2024.
Cash and cash equivalents primarily consist of deposits held at banks and money market funds. Marketable securities primarily consist of U.S. treasuries, corporate bonds, U.S. treasuries and agency securities, and commercial paper. We typically invest in highly-rated securities with low probabilities of default. Our investment policy requires investments to be rated single A or better, and limits the types of acceptable investments, issuer concentration and duration of the investment.
Our cash, cash equivalents and marketable securities totaled approximately $275.2 million at December 27, 2025 compared to $360.0 million at December 28, 20242024. comparedWe todeployed $328.3significant cash in connection with the purchase of our equity investment in FICT, the purchase of our new manufacturing site in Farmers Branch, and the recent acquisition of Keystone Photonics, together representing $142.7 million atof the decrease in cash. We have the full amount available under our $150 million revolving credit facility as of December 30,27, 2023.2025. Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, and the cash we expect to generate from operations, and the available capacity under our revolving credit facility will be sufficient to fund, through at least the next 12 months, our liquidity requirements including those arising from: research and development, capital expenditures, working capital, outstanding commitments, and other liquidity requirements associated with existing operations. This includes consideration of estimated capital expenditures of $140.0 million to $170.0 million for the ramp of the Farmers Branch manufacturing site. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, and cash generated from operations, will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. To the extent necessary, we may consider entering into short and long-term debt obligations, raising cash through a stock issuance, or obtaining new financing facilities, which may not be available on terms favorable to us. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.
Net cash provided by operating activities consists of net income for the period, adjusted for certain non-cash items and changes in certain operating assets and liabilities. Net cash provided by operating activities in fiscal 20242025 was primarily attributable to net income of $69.6$54.4 million and net non-cash items of $56.6$104.0 million, partially offset by the increase in net working capital of $8.7$43.0 million. The cash used in net working capital is related to higher inventory balances of $20.7 million and an increase of inventories of $8.3 million, a decrease in accounts payablereceivable of $8.2$20.2 million, andreflecting decreasedhigher sales volumes. In addition, operating lease liabilities decreased by $8.1 million and accounts payable declined by $5.7 million. These uses of $7.3cash million,were partially offset by anincreases increasein accrued liabilities of $4.6 million, deferred revenue of $4.5 million, and other liabilities of $9.8 million, accrued liabilities of $3.7 million, and deferred revenue of $2.7$2.3 million. The non-cash expensesadjustments primarily consisted of depreciation,depreciation and amortization, stock-based compensation,compensation and theexpense, provision for excess and obsolete inventories, partially offset byand the $20.6reduction millionin gainthe oncarrying saleamount of business and deferred income tax benefits.right-of-use-assets.
Net cash used in investing activities in fiscal 20242025 was primarily relatedattributable to $38.4$103.7 million in capital expenditures for property, plant and equipmentequipment. purchasesOf andthis $15.1amount, $55.0 million related to our new Farmers Branch manufacturing facility in Farmers Branch, Texas. Investing cash outflows also included $20.6 million used forto acquire shares of Keystone Photonics and $67.2 million related to the purchaseCompany's ofequity marketableinvestment securities,in net of maturities, partially offset by the $21.6 million cash provided by the sale of businesses.FICT.
Net cash used in financing activities in fiscal 20242025 was primarily relatedattributable to $53.3$26.2 million used to purchaseof common stock repurchases under ourthe Company's stock repurchase program,program $20.0and $12.4 million usedpaid to payfor tax withholdings forassociated with net share settlements of employee equity awards,awards. andThese $1.1 millionuses of principalcash payments made towards the repayment of our term loan,were partially offset by $9.7$26.1 million of proceeds received from issuances of common stockstock, which includes $15.0 million from a private placement and $11.1 million from purchases under our employee stock purchase plan.
Revolving Credit Agreement
On July 29, 2025, we entered into a Revolving Credit Agreement (the “Revolver”) with Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $150 million revolving credit facility (the “Facility”). The Facility matures on July 29, 2030 and may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Revolver. No amounts were outstanding under the Facility as of December 27, 2025.
Borrowings under the Facility will bear interest at a fluctuating rate per annum equal to, at our option, (i) the forward-looking secured overnight financing rate (“term SOFR”), (ii) a base rate set forth in the Revolver, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on our leverage ratio. Voluntary prepayments may be made without penalty, subject to certain notice requirements and minimum prepayment and reduction thresholds.
The Facility is also subject to a quarterly commitment fee ranging from 0.15% to 0.25% per annum, applied to the daily amount by which the committed amount exceed the borrowings outstanding. The commitment fee as of December 27, 2025 was 0.15%.
What changed in the latest 10-Q
Risk Factors
There have been no material changes during the three months ended June 27, 2026 to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 27, 2025. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 27, 2025 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.
Full comparison: every changed paragraph (1)
There have been no material changes during the three months ended MarchJune 28,27, 2026 to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 27, 2025. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 27, 2025 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.
Management's Discussion & Analysis (MD&A)
Largest changes
“On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under IEEPA were not authorized by the statute. While the ruling did not establish a refund process, the U.S. Court of International Trade subsequently ordered U.S. Customs and Border Protection (“CBP”) to implement a process to administer refunds, which CBP began executing with the April 20, 2026 deployment of the Consolidated Administration and Processing of Entries (“CAPE”) system for certain IEEPA refund claims. …”see in full comparison
Net cash provided by operating activities consists of net income for the period, adjusted for certain non-cash items and changes in certain operating assets and liabilities. Net cash provided by operating activities for thesee in full comparisonthreesix months endedMarchJune28,27, 2026 was attributable to net income of$20.4$76.6 million and net non-cash expenses of$37.0$56.1 million, partially offset by the increase in net working capital of$12.4$25.9 million. The cash used in net working capital was primarily driven by increasedinventories of $7.4 million, increasedaccounts receivable, net, of$7.0$30.7million,million and increasedprepaid and other current assetsinventories of$5.7 million, and decreased accrued liabilities of $5.3$19.6 million, partially offset by increased accounts payable of$7.5$14.5millionmillion, increased accrued liabilities of $5.2 million, and increased deferred revenue of$6.0$3.4 million. The non-cash expenses mainly consisted ofnon-cashdepreciationrestructuring, depreciation,and amortization, stock-based compensation, non-cash restructuring, and the provision for excess and obsolete inventories.
“For the six months ended June 27, 2026, research and development expenses increased compared to the corresponding prior-year period, primarily due to higher performance-based compensation and $1.3 million of restructuring charges incurred in connection with the 2026 Restructuring Plans. These increases were partially offset by lower project material costs, lower general operating costs, and lower stock-based compensation expense.”see in full comparison
“For the six months ended June 27, 2026, selling, general and administrative expenses increased compared to the corresponding prior-year period, primarily due to higher employee compensation costs resulting from increased performance-based compensation and higher commission expense driven by increased revenue levels, partially offset by lower restructuring charges and lower stock-based compensation expense.”see in full comparison
Interest income is earned on our cash, cash equivalents, restrictedsee in full comparisoncashcash, and marketable securities.The decrease in interestInterest income increased for the three months endedMarchJune28,27, 2026, comparedwithto the corresponding period in the prior year,wasprimarilyattributabledue tolowerhigher average invested balances and interest income recognized on tariff refunds, partially offset by lower yields. Interest income decreased for the six months ended June 27, 2026, compared to the corresponding period in the prior year, primarily due to lower yields on invested balances.
“Tariff refunds — Beginning in 2025, the United States imposed additional tariffs on a wide range of imported products under various legal authorities, including the International Emergency Economic Powers Act (“IEEPA”). These tariffs were subsequently modified through incremental increases, decreases, pauses, and limited exemptions.”see in full comparison
Full comparison: every changed paragraph (47)
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933, which are subject to known and unknown risks and uncertainties. The forward-looking statements include statements concerning, among other things, our business strategy (including the influence of anticipated trends and developments in our business and the markets in which we operate), financial and operating results, revenues, gross margins, liquidity, operating expenses, effective tax rate and deferred tax assets, products, projected costs and capital expenditure requirements, research and development programs, sales and marketing initiatives, competition and impact of accounting standards. In some cases, you can identify these statements by forward-looking words, such as “may,” “likely,” “will,” “could,” “forecast,” “should,” “expect,” “estimate,” “plan,” “intend,” “anticipate,” “target,” “believe,” “potential,” “continue,” the negative or plural of these words and other comparable terminology.
The forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this Quarterly Report on Form 10-Q are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements, including risks related to general market trends, the benefits of acquisitions and investments, including our capital expenditures, our restructuring plans, our credit facilities, our supply chain, our tax burden, uncertainties related to public health-related crises, the interpretation and impacts of changes in export controls, tariffs and other trade barriers, military conflicts, political volatility, legislative changes and similar factors, our ability to execute our business strategy including any plans of expansion, and other risks discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 27, 2025 and in this Quarterly Report on Form 10-Q. You should carefully consider the numerous risks and uncertainties described under these sections.
We generated net income of $20.4$76.6 million in the first threesix months of fiscal 2026, compared to $6.4$15.5 million in the first threesix months of fiscal 2025. The increase in net income was primarily attributable to higher revenues, which reachedincluding record quarterly levels,revenue in both the first and second quarters of fiscal 2026, and improved gross margins,margins. These favorable factors were partially offset by higher restructuring charges fromassociated planswith adoptedinitiatives to better align our cost structure and support gross margin improvement to our target financial model.improvement.
Tariff refunds — Beginning in 2025, the United States imposed additional tariffs on a wide range of imported products under various legal authorities, including the International Emergency Economic Powers Act (“IEEPA”). These tariffs were subsequently modified through incremental increases, decreases, pauses, and limited exemptions.
On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under IEEPA were not authorized by the statute. While the ruling did not establish a refund process, the U.S. Court of International Trade subsequently ordered U.S. Customs and Border Protection (“CBP”) to implement a process to administer refunds, which CBP began executing with the April 20, 2026 deployment of the Consolidated Administration and Processing of Entries (“CAPE”) system for certain IEEPA refund claims. We paid tariffs under IEEPA, and are following the established refund filing and validation process through the CAPE system, along with other importers seeking IEEPA refunds.
As of June 27, 2026, we received approximately $0.8 million in IEEPA refunds. We anticipate refunds of approximately $7.0 million to $9.0 million in the third quarter of fiscal 2026.
Management’s Discussion and Analysis and Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K describe the significant accounting estimates and significant accounting policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. During the threesix months ended MarchJune 28,27, 2026, there were no significant changes in our significant accounting policies or estimates from those reported in our Annual Report on Form 10-K for the year ended December 27, 2025.
Foundry & Logic — The increase in Foundry & Logic product revenues for the three and six months ended MarchJune 28,27, 2026, compared to the three and six months ended MarchJune 29,28, 2025, was driven by stronger probe-card demand for networking and high-performance compute microprocessor designs.
DRAM — The increase in DRAM product revenues for the three and six months ended MarchJune 28,27, 2026, compared to the three and six months ended MarchJune 29,28, 2025, was primarily driven by increased demand for high-bandwidth memory (“HBM”) designs utilized in generative artificial intelligence applications, with additional contributions from higher demand for other non-HBM DRAM designs. Revenue growth from HBM products accounted for approximately 75% and 69% of the year-over-year increase in DRAM product revenues for the three- and six-month periods, respectively.
Flash — The increasedecrease in Flash product revenues for the three and six months ended MarchJune 28,27, 2026, compared to the three and six months ended MarchJune 29,28, 2025, was driven by increaseddecreased customer production activity and demand for our products. A portion of Flash product revenues during the period was associated with manufacturing activity at our Baldwin Park manufacturing facility, which was closed in connection with our 2026 Restructuring Plans. As a result of thisthe closure,facility closure and the expected growth of our other end markets, we expect Flash revenues to compriserepresent a lowersmaller percentage of our portfoliooverall goingrevenue forward.mix in future periods.
Systems — The increase in Systems market revenues for the three months ended June 27, 2026, compared to the three months ended June 28, 2025, was primarily driven by sales of Triton, our recently introduced high-volume co-packaged optics (“CPO”) testing solution. The increase in Systems market revenues for the six months ended June 27, 2026, compared to the six months ended June 28, 2025, was also primarily driven by sales of Triton, partially offset by lower revenue from legacy product offerings as manufacturing capacity and customer demand increasingly shifted toward the Triton platform.
Systems — The decrease in Systems market revenues for the three months ended March 28, 2026, compared to the three months ended March 29, 2025, was driven by decreased sales of probe stations and cryogenic systems, partially offset by an increase in sales of thermal systems. The decline in probe station sales primarily reflects reduced demand for legacy product offerings as we transition toward production of Triton, our high‑volume co‑packaged optics (“CPO”) testing platform.
Geographic revenue information is based on the location to which we ship the product. For example, if a certain South KoreanTaiwan customer purchases through its U.S. subsidiary and requests the products to be shipped to an address in South Korea,Taiwan, this sale will be reflected in the revenue for South KoreaTaiwan rather than the U.S.
Changes in revenues by geographic region for the three and six months ended MarchJune 28,27, 2026, compared to the three and six months ended MarchJune 29,28, 2025, were primarily attributable to changes in customer demand, product sales mix, and the timing of customer shipments and revenue recognition. Specifically, the changes in revenues by geographic region were attributable to the following:
•Taiwan — Increased demand for our Foundry & Logic probe card products and increased demand for Triton, our recently introduced high-volume CPO testing platform within Systems, contributed to the increase in revenues.
•Taiwan — Increased demand for our Foundry & Logic probe card products contributed to the increase in revenues.
•Japan — Decreased demand for legacy Systems products.
•Deploying our workforce and existing manufacturing footprint more effectively, which included the execution of our 2026 Restructuring Plans. InDuring firstthe quarterthree ofand six months ended June 27, 2026, costscost of revenues includeincluded $21.5$4.3 million and $25.8 million of restructuring costscosts, respectively, in connection with the 2026 Restructuring Plans.
Probe Cards — For the three and six months ended MarchJune 28,27, 2026, gross profit and gross margins increased compared to the three and six months ended MarchJune 29,28, 2025, primarily due to increased revenue from a favorable product mix,mix and higher factory utilization, and increased volumes, which includes the impact of our gross margin initiatives described earlier, partially offset by increased costs for tariffs.earlier.
Systems — For the three and six months ended MarchJune 28,27, 2026, gross profit and gross margins decreasedincreased compared to the three and six months ended MarchJune 29,28, 2025, primarily asdue to increased revenue from a resultfavorable ofproduct lowermix factoryon utilizationincreased andvolumes, decreasedpartially volumes.offset by an increase in manufacturing spending.
Corporate and Other — Corporate and Other includes unallocated expenses relating to restructuring charges, net, stock-based compensation expense, and amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. ForThe increase in Corporate and Other costs for the three and six months ended MarchJune 28,27, 2026, corporate and other costs increased compared to the three and six months ended MarchJune 29,28, 2025, was primarily dueattributable to the $21.5 million of restructuring charges of $4.3 million and $25.8 million, respectively, incurred in connection with the 2026 Restructuring Plans.
Overall — Gross profit and gross margins fluctuate with revenue levels, product mix, selling prices, factory loading, and material costs. For the three and six months ended MarchJune 28,27, 2026, compared to the three and six months ended MarchJune 29,28, 2025, gross profit and gross margins increased due to increased revenue from a favorable product mix,mix and higher factory utilization, and increased volumes, which includes the impact of our gross margin initiatives described earlier, partially offset by $21.5 million ofthe restructuring charges incurred in connection with the 2026 Restructuring Plans and increased costs for tariffs which impacted gross margins by 1.4%.Plans.
Research and development expenses inincreased for the three months ended MarchJune 28,27, 2026 increased2026, compared to the corresponding period in the prior yearyear, primarily due to higher performance-based compensation and higher restructuring charges,compensation, partially offset by lower project material costs, lower generalstock-based operationalcompensation costs,expense, and lower stock-basedgeneral compensation.operating In first quarter of 2026, research and development includes $1.4 million of restructuring costs incurred in connection with the 2026 Restructuring Plans.costs.
For the six months ended June 27, 2026, research and development expenses increased compared to the corresponding prior-year period, primarily due to higher performance-based compensation and $1.3 million of restructuring charges incurred in connection with the 2026 Restructuring Plans. These increases were partially offset by lower project material costs, lower general operating costs, and lower stock-based compensation expense.
Selling, general and administrative expenses decreasedincreased for the three months ended MarchJune 28,27, 20262026, compared to the corresponding period in the prior yearyear, primarily due to decreased restructuring charges and lower stock-based compensation expense, partially offset byhigher employee compensation costs resulting from increased performance-based compensation, higher performance-basedcommission compensation.expense driven by increased revenue levels, and higher general operating costs.
For the six months ended June 27, 2026, selling, general and administrative expenses increased compared to the corresponding prior-year period, primarily due to higher employee compensation costs resulting from increased performance-based compensation and higher commission expense driven by increased revenue levels, partially offset by lower restructuring charges and lower stock-based compensation expense.
Stock-based compensation expense was lower asfor ofthe Marchsix 28,months ended June 27, 2026, primarily due to the eliminationreversal of previously recognized equity compensation expense relatedresulting tofrom the departure of our former Chief Financial Officer.Officer in the first quarter of fiscal 2026.
Factory start-up costs are current year costs associated with our newly purchased manufacturing site in Farmers Branch, Texas. The start-up costs consist of consulting costs, employee compensation costs, utilities, taxes and licenses, facility maintenance, and other expenses being incurred while the site is being brought to its intended use. These costs are expected to continue throughout the build-out, withand will move to cost of revenues as the production ramps begin. Production ramps are expected to begin at this site late in the fourth quarter of fiscal 2026.
Interest income is earned on our cash, cash equivalents, restricted cashcash, and marketable securities. The decrease in interestInterest income increased for the three months ended MarchJune 28,27, 2026, compared withto the corresponding period in the prior year, wasprimarily attributabledue to lowerhigher average invested balances and interest income recognized on tariff refunds, partially offset by lower yields. Interest income decreased for the six months ended June 27, 2026, compared to the corresponding period in the prior year, primarily due to lower yields on invested balances.
Interest expense primarily includes interest on our term loan, interest rate swap derivative contracts, commitment fee on our revolving credit facility, term loan issuance costs amortization charges, and our revolving credit facility issuance costs amortization charges. The interest expense for the three and six months ended MarchJune 28,27, 2026 increased compared with the corresponding period in the prior year due to enteringour entry into the revolving credit facility in the third quarter of fiscal 2025.
Other Income,Income (Expense), Net
Other income,income (expense), net, primarily includes the effects of foreign currency and various other gains and losses. We partially mitigate our risks from currency movements by hedging certain balance sheet exposures, which minimizes the impacts during periods of foreign exchange volatility.
Provision for income taxes reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from tax credits and the foreign-derived intangiblededuction eligible income (“FDDEI”) deduction. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to U.S. federal, state or foreign tax laws, changes in the benefit or expense related to stock-based compensation expense, future expansion into areas with varying country, state, and local income tax rates, and deductibility of certain costs and expenses by jurisdiction. The decrease in our effective tax rate for the three and six months ended MarchJune 28,27, 2026 compared to the corresponding period in the prior year was primarily driven by increased stock-basedtax compensationbenefits associated with higher U.S. taxable income, including a larger FDDEI deduction, together with increased discrete tax benefits thatfrom arosestock-based due to the increase in stock price between the grant date and the vesting date of the awards.compensation.
Our working capital increased to $468.7$505.3 million at MarchJune 28,27, 2026, compared to $433.2 million at December 27, 2025.
Our cash, cash equivalents and marketable securities totaled approximately $303.3$345.6 million at MarchJune 28,27, 2026, compared to $275.2 million at December 27, 2025. We have the full amount available under our $150 million revolving credit facility as of MarchJune 28,27, 2026. Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and the available capacity under our revolving credit facility, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, including the Farmers Branch expansion, working capital, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, and cash generated from operations, will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. To the extent necessary, we may consider entering into short and long-term debt obligations, raising cash through a stock issuance, or obtaining new financing facilities, which may not be available on terms favorable to us. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.
Net cash provided by operating activities consists of net income for the period, adjusted for certain non-cash items and changes in certain operating assets and liabilities. Net cash provided by operating activities for the threesix months ended MarchJune 28,27, 2026 was attributable to net income of $20.4$76.6 million and net non-cash expenses of $37.0$56.1 million, partially offset by the increase in net working capital of $12.4$25.9 million. The cash used in net working capital was primarily driven by increased inventories of $7.4 million, increased accounts receivable, net, of $7.0$30.7 million,million and increased prepaid and other current assetsinventories of $5.7 million, and decreased accrued liabilities of $5.3$19.6 million, partially offset by increased accounts payable of $7.5$14.5 millionmillion, increased accrued liabilities of $5.2 million, and increased deferred revenue of $6.0$3.4 million. The non-cash expenses mainly consisted of non-cashdepreciation restructuring, depreciation,and amortization, stock-based compensation, non-cash restructuring, and the provision for excess and obsolete inventories.
Net cash used in investing activities for the threesix months ended MarchJune 28,27, 2026 primarily related to $15.2$64.5 million in net purchases of marketable securities and $24.8 million of property, plant and equipment purchases and $8.3 million in net purchases of marketable securities.purchases.
Net cash used in financing activities for the threesix months ended MarchJune 28,27, 2026 primarily related to $6.8$16.0 million used to pay tax withholdings for net share settlements of employee stock awards, partially offset by $5.8 million received from issuances of common stock under our employee stock purchase plan.
On July 29, 2025, we entered into a Revolving Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $150 million revolving credit facility (the “Facility”). The Facility has a maturity date of July 29, 2030. The Facility may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Credit Agreement. No amounts were outstanding under the Facility as of MarchJune 28,27, 2026.
The Facility also bears a quarterly commitment fee ranging from 0.15% to 0.25% on the daily amount by which the commitments under the Facility exceed the outstanding amount. The commitment fee as of MarchJune 28,27, 2026 was 0.15%.
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default, including limitations on subsidiary indebtedness and liens, and the requirement to maintain specified financial ratios including the requirement to maintain a consolidated total net leverage ratio not exceeding 3.50 to 1.00 as of the last day of each fiscal quarter with an increase to 4.00 to 1.00 for four quarters following a permitted acquisition. We were in compliance with the Facility's covenants as of MarchJune 28,27, 2026.
The Building Term Loan bears interest at a rate equal to the applicable SOFR rate plus 1.86% per annum. Interest payments are payable in monthly installments over a fifteen-year period. The interest rate at MarchJune 28,27, 2026, before consideration of interest rate swap discussed in the next paragraph, was 5.53%.5.48%. As of MarchJune 28,27, 2026, the balance outstanding pursuant to the Building Term Loan was $12.0$11.7 million.
On March 17, 2020, we entered into an interest rate swap agreement to hedge the interest payment on the Building Term Loan for the notional amount of $18.0 million, and an amortization period that matches the debt. As future levels of LIBOR over the life of the loan were uncertain, we entered into this interest-rate swap agreement to hedge the exposure in interest rate risks associated with movement in LIBOR rates. This agreement was amended on May 19, 2023 to replace the benchmark reference rate LIBOR with SOFR to match the Building Term Loan agreement (as amended). After the amendment, the interest rate swap continues to convert our floating-rate interest into a fixed-rate at 2.75%. As of MarchJune 28,27, 2026, the notional amount of the loan that is subject to this interest rate swap is $12.0$11.7 million.
On April 24, 2025, our Board of Directors authorized a new two-year program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs. This share repurchase program will expire on April 24, 2027. During fiscal 2025, we repurchased and retired 135,000 shares of common stock for $4.1 million. During the threesix months ended MarchJune 28,27, 2026, we did not repurchase and retire shares of common stock under this plan, andprogram as we prioritized capital investments associated with the ramp of Marchour 28,Farmers Branch manufacturing facility. As of June 27, 2026, $70.9 million remained available for future repurchases.
The following table summarizes our significant contractual commitments to make future payments in cash under contractual obligations as of MarchJune 28,27, 2026:
The table above excludes our gross liability for unrecognized tax benefits and our deferred grant. The gross liability for unrecognized tax benefits was $55.5 million as of MarchJune 28,27, 2026. The timing of any payments which could result from these unrecognized tax benefits will depend upon a number of factors and, accordingly, the timing of payment cannot be estimated. The deferred grant was $18.0 million as of MarchJune 28,27, 2026, and consists of cash received from a California Competes Grant awarded from the California Governor's Office of Business and Economic Development. The timing of any potential repayments is dependent upon a number of factors, including the number of employees and capital investments within California over the 5-year term. Accordingly, the timing of any repayment cannot be estimated.
Historically, we have not participated in transactions that have generated relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of MarchJune 28,27, 2026, we were not involved in any such off-balance sheet arrangements.
FORM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 14 filings (7 insiders, 13 trade dates, 99,584 shares, about $12.2M; 6 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -99,584 (purchases minus sales); net value about -$12.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-16 | Slessor Mike |
Open-market sale |
1,000 | $105.80 | $105.8K |
| 2026-09-16 | Slessor Mike |
Open-market sale |
8,737 | $104.26 | $910.9K |
| 2026-09-16 | Slessor Mike |
Open-market sale |
7,773 | $105.12 | $817.1K |
| 2026-09-03 | Steven-Waiss Kelley |
Open-market sale | 2,100 | $96.10 | $201.8K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
2,482 | $128.72 | $319.5K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
2,892 | $129.55 | $374.7K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
686 | $133.33 | $91.5K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
1,125 | $131.65 | $148.1K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
5,535 | $132.50 | $733.4K |
| 2026-08-14 | Slessor Mike |
Open-market sale |
3,282 | $130.54 | $428.4K |
| 2026-08-07 | Slessor Mike |
Option exercise | 141,792 | — | — |
| 2026-08-07 | Slessor Mike |
Shares withheld for tax | 78,908 | $117.39 | $9.3M |
| 2026-08-07 | Slessor Mike |
Option exercise | 5,908 | — | — |
| 2026-08-07 | Slessor Mike |
Shares withheld for tax | 3,288 | $117.39 | $386.0K |
| 2026-08-06 | Slessor Mike |
Option exercise | 6,031 | — | — |
| 2026-08-06 | Slessor Mike |
Shares withheld for tax | 3,357 | $115.21 | $386.8K |
| 2026-08-06 | Mckinnis Aric Brendan |
Shares withheld for tax | 274 | $115.21 | $31.6K |
| 2026-08-06 | Mckinnis Aric Brendan |
Option exercise | 1,099 | — | — |
| 2026-08-05 | Slessor Mike |
Shares withheld for tax | 2,028 | $114.44 | $232.1K |
| 2026-08-05 | Slessor Mike |
Option exercise | 3,644 | — | — |
| 2026-08-05 | Mckinnis Aric Brendan |
Shares withheld for tax | 130 | $114.44 | $14.9K |
| 2026-08-05 | Mckinnis Aric Brendan |
Option exercise | 521 | — | — |
| 2026-07-15 | Slessor Mike |
Open-market sale |
1,650 | $117.39 | $193.7K |
| 2026-07-15 | Slessor Mike |
Open-market sale |
706 | $118.21 | $83.5K |
| 2026-07-15 | Slessor Mike |
Open-market sale |
300 | $120.58 | $36.2K |
| 2026-07-15 | Slessor Mike |
Open-market sale |
868 | $121.30 | $105.3K |
| 2026-07-15 | Slessor Mike |
Open-market sale |
1,041 | $116.56 | $121.3K |
| 2026-07-15 | Slessor Mike |
Open-market sale |
170 | $119.08 | $20.2K |
| 2026-06-16 | St Dennis Thomas |
Gift | 740 | — | — |
| 2026-06-15 | St Dennis Thomas |
Open-market sale | 2,800 | $151.49 | $424.2K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
4,220 | $121.72 | $513.7K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
2,500 | $122.63 | $306.6K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
767 | $119.00 | $91.3K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
1,629 | $123.37 | $201.0K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
400 | $119.46 | $47.8K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
975 | $121.00 | $118.0K |
| 2026-06-10 | Slessor Mike |
Open-market sale |
1,399 | $117.70 | $164.7K |
| 2026-06-02 | Mckinnis Aric Brendan |
Shares withheld for tax | 193 | $125.11 | $24.1K |
| 2026-06-02 | Mckinnis Aric Brendan |
Option exercise | 773 | — | — |
| 2026-06-02 | Rhodes Sheri |
Open-market sale | 6,328 | $125.40 | $793.5K |
| 2026-05-21 | Obregon-Jimenez Rebeca |
Open-market sale | 3,828 | $126.48 | $484.2K |
| 2026-05-20 | White Brian C |
Open-market sale | 3,250 | $126.00 | $409.5K |
| 2026-05-19 | St Dennis Thomas |
Open-market sale | 1,000 | $115.84 | $115.8K |
| 2026-05-15 | St Dennis Thomas |
Grant/award | 1,347 | — | — |
| 2026-05-15 | Obregon-Jimenez Rebeca |
Grant/award | 1,347 | — | — |
| 2026-05-15 | Rhodes Sheri |
Grant/award | 1,347 | — | — |
| 2026-05-15 | Steven-Waiss Kelley |
Grant/award | 1,347 | — | — |
| 2026-05-15 | Titinger Jorge |
Grant/award | 1,347 | — | — |
| 2026-05-15 | White Brian C |
Grant/award | 1,347 | — | — |
| 2026-05-15 | Steven-Waiss Kelley |
Open-market sale | 5,400 | $125.60 | $678.2K |
| 2026-05-13 | Titinger Jorge |
Open-market sale | 4,009 | $128.79 | $516.3K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
700 | $122.84 | $86.0K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
1,300 | $123.72 | $160.8K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
2,984 | $124.71 | $372.1K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
1,388 | $125.58 | $174.3K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
398 | $126.59 | $50.4K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
100 | $127.47 | $12.7K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
700 | $128.52 | $90.0K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
700 | $129.33 | $90.5K |
| 2026-05-13 | Slessor Mike |
Open-market sale |
200 | $130.57 | $26.1K |
Well-known investors holding FORM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| PRIMECAP Management | 2026-06-30 | 1,690,114 | $270.3M | 0.16% | Reduced 6% |
| Millennium Management (Israel Englander) | 2026-06-30 | 670,867 | $107.3M | 0.07% | Added 271% |
| Two Sigma Investments | 2026-06-30 | 425,688 | $68.1M | 0.05% | Added 99% |
| D. E. Shaw & Co. | 2026-06-30 | 421,377 | $67.4M | 0.04% | Added 74% |
| Renaissance Technologies | 2026-06-30 | 295,568 | $47.3M | 0.07% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 240,276 | $38.4M | 0.02% | Added 20% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 214,217 | $34.3M | 0.01% | No change |
| Bridgewater Associates | 2026-06-30 | 162,592 | $26.0M | 0.11% | Added 224% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 124,472 | $19.9M | 0.03% | Added 342% |
| First Eagle Investment Management | 2026-06-30 | 106,137 | $17.0M | 0.03% | Reduced 41% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 3,881 | $620.7K | 0.0% | Reduced 58% |
| Polen Capital Management | 2026-06-30 | 3,591 | $574.3K | 0.0% | New position |