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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 21, 2025
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)

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

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

Registrant’s Telephone Number, including area code | (203) 775-9000

(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2025, Walter M. Fiederowicz, a current independent member of the Photronics, Inc. (the “Company”) Board of Directors (the “Board”), notified the Company of his intention not to stand for re-election to the Board at this year’s annual shareholder meeting. Mr. Fiederowicz’s decision was not reached because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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

| PHOTRONICS, INC. (Registrant)
| By: | /s/ Christopher J. Lutzo

| Name: | Christopher J. Lutzo
| Title: | Vice President, General Counsel and Secretary
Date: January 24, 2025 |  |