| Date of report (Date of earliest event reported) | January 12, 2026 |

| Connecticut | 0-15451 | 06-0854886 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 15 Secor Road, Brookfield, CT | | 06804 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s Telephone Number, including area code | (203) 775-9000 |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| COMMON STOCK, $0.01 par value per share | PLAB | NASDAQ Global Select Market |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Press Release dated January 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | PHOTRONICS, INC. (Registrant) | |
| | | |
| | By: | /s/ Christopher J. Lutzo |
| | Name: | Christopher J. Lutzo |
| Title: | Vice President, General Counsel and Secretary | |
| | | |
| Date: January 13, 2026 | | |