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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): October 6, 2026
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 3.02. Unregistered Sales of Equity Securities.
On October 6, 2026, FormFactor, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and Teradyne, Inc., a Massachusetts corporation (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a private placement transaction, an aggregate of 2,234,887 shares of the Company’s common stock, $0.001 par value per share (the “Purchased Shares”), for aggregate cash consideration of approximately $300.0 million. The transaction is expected to close in the fourth quarter of fiscal 2026, subject to the satisfaction of customary closing conditions.
The Purchased Shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
On October 12, 2026, the Company issued a press release announcing the private placement 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) is being furnished and 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 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.
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| Exhibit Number | | Description |
99.1 | | Press Release dated October 12, 2026 |
| 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.
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| FORMFACTOR, INC. |
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| Date: | October 13, 2026 | By: | /s/ Alan Chan |
| | Name: | Alan Chan |
| | Title: | Senior Vice President, Chief Legal Officer and Secretary |
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FormFactor and Teradyne Announce Strategic Collaboration to Accelerate Next-Generation Semiconductor Testing
Companies to combine leadership in probe, interface, and test technologies to accelerate AI and high-performance compute deployments
LIVERMORE, Calif. - October 12, 2026 — FormFactor, Inc. (Nasdaq: FORM), a leading provider of semiconductor test and measurement technologies, and Teradyne, Inc. (Nasdaq: TER), a leading provider of automated test equipment and advanced robotics, today announced the two companies have entered into a broad technology collaboration aimed at accelerating the development, validation, and high-volume production deployment of next-generation semiconductor devices. In addition, Teradyne has agreed to purchase shares of FormFactor common stock.
The collaboration brings together FormFactor’s industry-leading expertise in probe technologies, interface solutions, test engineering, and device characterization with Teradyne’s advanced automated test platforms to help customers address growing semiconductor complexity. Together, the companies will partner to advance semiconductor test architectures, optimize test infrastructure, and enhance production readiness for existing and emerging applications, including high-performance compute (HPC), advanced packaging, high-bandwidth memory (HBM), and silicon photonics.
"The semiconductor industry is entering a period where test performance, scalability, and time-to-market are becoming decisive competitive advantages," said Mike Slessor, Chief Executive Officer of FormFactor. "By combining FormFactor's deep expertise in device characterization, probing, interfaces, and production test solutions with Teradyne's test platforms, we can help customers accelerate innovation and move more efficiently from technology development to high-volume manufacturing."
“The most demanding test challenges in advanced packaging, silicon photonics, and memory can’t be solved by a single company,” said Gregory Smith, President and Chief Executive Officer of Teradyne. “By investing in FormFactor and combining our leading-edge test platforms with FormFactor’s probe and interface expertise, we’re building a more complete, validated path to production for our shared customers, and reinforcing our commitment to an open, interoperable ecosystem.”
The companies believe the collaboration will accelerate innovation across the semiconductor test ecosystem from wafer to data center, expand opportunities for joint customer engagement, and support increasing demand for advanced computing, AI infrastructure, and next-generation semiconductor technologies.
Under the terms of the agreement, Teradyne has agreed to make a $300 million strategic equity investment. The transaction is subject to customary closing conditions and regulatory approvals.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including statements regarding the expected benefits and anticipated results of the collaboration between Teradyne and FormFactor, and the anticipated timing and consummation of Teradyne’s investment in FormFactor. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and Teradyne and FormFactor disclaim any obligation to update these forward-looking statements to reflect future events or circumstances.
About FormFactor
FormFactor, Inc. (Nasdaq: FORM) is a leading provider of essential test and measurement technologies along the full IC life cycle — from characterization, modeling, reliability, and design de-bug to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit www.formfactor.com.
Investor Relations Contact for FormFactor, Inc.
Stan Finkelstein
Investor Relations
(925) 290-4273
ir@formfactor.com
About Teradyne
Teradyne (Nasdaq: TER) designs, develops, and manufactures automated test equipment and advanced robotics systems. Its semiconductor and electronics test solutions span the full AI device supply chain, from wafer to data center, enabling customers to meet the quality and reliability standards the AI era demands. Its advanced robotics business deploys intelligent automation across manufacturing, logistics, and data center operations for customers worldwide. For more information, visit www.teradyne.com.Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries.
Investor Relations Contact for Teradyne, Inc.
Amy McAndrews
Investor Relations
(978) 370-3945
investor.relations@teradyne.com
Source: FormFactor, Inc. and Teradyne, Inc.
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