[8-K] FormFactor Inc. Reports Material Event

Rhea-AI Filing Summary

FormFactor announced a leadership change in its finance organization. Shai Shahar resigned from his role as Senior Vice President and Chief Financial Officer effective August 8, 2025, and will remain at the company as Senior Vice President, Executive Advisor through December 31, 2025. The Board promoted Aric McKinnis, previously Vice President, Corporate Controller, to Senior Vice President and Chief Financial Officer and named him principal financial officer and principal accounting officer. Mr. McKinnis joined FormFactor in 2019, served as Vice President, Corporate Controller since March 2022 and has prior experience at MKS Instruments and Deloitte. His compensation package includes a $425,000 annual salary, a 75% target annual bonus and two restricted stock unit awards valued at $600,000 each.

Positive

• Internal promotion: Aric McKinnis was promoted from Vice President, Corporate Controller to CFO, supporting continuity.
• Transition plan: Outgoing CFO Shai Shahar will remain as Executive Advisor through December 31, 2025, allowing handover.
• No related-party issues disclosed: The filing states no arrangements, family relationships, or Item 404(a) transactions for the new CFO.

Negative

• CFO role change: The company's Chief Financial Officer role was vacated and filled on August 8, 2025.
• Compensation disclosed: New CFO package includes cash and equity awards totaling material executive-level compensation.

Insights

Corporate Governance Expert

TL;DR: Internal succession with an overlap advisor role suggests an organized transition with documented disclosures.

FormFactor promoted an internal finance leader to CFO and retained the outgoing CFO as an executive advisor through year-end, which preserves institutional knowledge during the handover. The filing states there are no related-party arrangements and no Item 404(a) transactions for the appointee, reducing immediate governance concerns. The disclosed compensation package is typical for a senior finance officer at a public technology company and the new CFO will assume principal financial and accounting officer responsibilities.

Financial Analyst

TL;DR: Routine executive change; material to disclosure but no direct financial figures beyond compensation were reported.

The report documents a CFO role change effective August 8, 2025, with the new CFO receiving a $425,000 base salary, a 75% target bonus and equity awards totaling $1.2 million in grant value split between restricted and performance-based RSUs. No financial performance metrics, guidance changes, or transaction impacts were disclosed. Investors should note the formal succession and that the departing CFO will remain through December 31, 2025, which may smooth financial reporting continuity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 12, 2025

FORMFACTOR, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware			000-50307		13-3711155
(State or Other Jurisdiction of Incorporation)			(Commission File Number)		(IRS Employer Identification No.)
7005 Southfront Road
Livermore,	CA				94551
(Address of Principal Executive Offices)					(Zip Code)

Registrant’s telephone number, including area code:  (925) 290-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ 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))

Securities registered pursuant to Section12(b) of the Act:

Title of each class			Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value			FORM		Nasdaq Global Select Market

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 August 8, 2025, Shai Shahar notified FormFactor, Inc. (“FormFactor”) of his decision to resign from his role as Senior Vice President and Chief Financial Officer of FormFactor, effective as of August 8, 2025. Mr. Shahar will remain an employee as Senior Vice President, Executive Advisor at FormFactor through December 31, 2025.

On August 8, 2025, the Board of Directors of FormFactor appointed Aric McKinnis, FormFactor’s Vice President, Corporate Controller, as FormFactor’s Senior Vice President and Chief Financial Officer, effective as of August 8, 2025. Mr. McKinnis will also serve as FormFactor’s principal financial officer and principal accounting officer. Mr. McKinnis, age 41, joined FormFactor in August 2019, as Senior Director, Corporate Controller and has served as Vice President, Corporate Controller since March 2022. Prior to joining FormFactor, Mr. McKinnis was at MKS Instruments, a provider of technological solutions for advanced manufacturing processes, between May 2014 and August 2019, where he served as Assistant Controller and as Corporate Controller for its Electro Scientific Industries brand. From January 2007 to April 2014, Mr. McKinnis was at Deloitte, where he served in various external audit roles, including Audit Manager. He holds degrees in Business Administration, Spanish, and International Studies from Oregon State University.

There is no arrangement or understanding between Mr. McKinnis and any other person pursuant to which he was appointed as an officer of FormFactor. Mr. McKinnis has no family relationship with any director or executive officer of FormFactor, or any person nominated or chosen by FormFactor to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

In connection with Mr. McKinnis’s appointment, he will receive (i) an annual salary of $425,000, (ii) an annual target bonus of 75%, (iii) a restricted stock unit award of $600,000, and (iv) a performance-based restricted stock unit award of $600,000. He will also become a participant in FormFactor’s Severance Plan for US Executives.

Item 7.01.  Regulation FD Disclosure

On August 12, 2025, FormFactor issued a press release announcing the leadership changes described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Section 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith and this list is intended to constitute the exhibit index.

Exhibit Number		Description
99.01		Press Release dated, August 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	FORMFACTOR, INC.
Date: August 12, 2025	By:	/s/ Alan Chan
		Name:	Alan Chan
		Title:	Senior Vice President, Chief Legal Officer and Secretary

FAQ

Who resigned as CFO of FormFactor (FORM)?

Shai Shahar resigned from his role as Senior Vice President and Chief Financial Officer effective August 8, 2025.

Who is the new CFO of FormFactor (FORM)?

Aric McKinnis, previously Vice President, Corporate Controller, was appointed Senior Vice President and Chief Financial Officer effective August 8, 2025.

Will the departing CFO remain with FormFactor (FORM)?

Yes. Shai Shahar will remain employed as Senior Vice President, Executive Advisor through December 31, 2025.

What compensation was disclosed for the new CFO at FORM?

$425,000 annual salary, a 75% target annual bonus, a $600,000 restricted stock unit award and a $600,000 performance-based RSU award.

Is there any related-party or Item 404(a) disclosure for the new CFO?

No. The filing states Mr. McKinnis has no family relationship with executives or directors and is not party to any transactions required to be disclosed under Item 404(a) of Regulation S-K.

Is a press release attached to the Form 8-K for FORM?

Yes. A press release announcing the leadership changes is filed as Exhibit 99.1 to the Current Report on Form 8-K.