[S-8] FormFactor Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Power REIT (PW) filed its Q2-25 Form 10-Q. The REIT reported a swing to profitability for the quarter, largely driven by a $1.09 million gain from extinguishing the non-recourse Greenhouse Loan via deeds-in-lieu on Michigan and Nebraska assets. Q2 total revenue was $506.8k (-2% YoY) while expenses fell sharply as 2024’s large CEA impairment charges did not recur; impairment this quarter was only $13.6k. Net income attributable to common shareholders reached $157.7k, or $0.05/share, versus a $19.3 million loss in the prior-year quarter.

For the six months, revenue slipped to $992.6k (-6%), and the Trust posted a $1.4 million net loss. Cash and equivalents declined to $1.48 million from $2.19 million at year-end as operating cash flow remained negative (-$677k). Total assets dropped to $27.9 million from $46.1 million after transferring CEA properties and reclassifying assets held for sale. Debt fell materially: the $16.7 million Greenhouse Loan was eliminated, leaving $20.9 million of debt (fixed-rate railroad and solar loans). Equity stands at $5.95 million.

• No common or preferred dividends were declared; undeclared Series A preferred dividends now total $0.97/share.
• Tenant concentration remains high: 95% of H1-25 revenue came from Norfolk Southern (51%) and Regulus Solar (44%).
• The filing reiterates going-concern risk but management expects asset sales, leasing activity and potential capital raises to fund operations over the next 12 months.

Insights

REIT Equity Analyst

TL;DR: Debt extinguishment lifts Q2 profit, but liquidity and tenant concentration keep outlook cautious.

The one-time $1.09 million gain removed an over-levered, non-performing loan and sheds carrying costs on vacant greenhouses—clearly positive. However, recurring revenues remain below $1 million per half-year, cash outflow persists, and the Trust is not covering even preferred dividends. The balance sheet is smaller yet still levered at ~3.5× debt/annualised revenue. With 95% of rent tied to two tenants and no near-term growth drivers disclosed, the sustainability of quarterly profitability is uncertain. The filing’s going-concern language and ATM limitations highlight capital-market dependency. Overall impact: neutral—resolution of a major credit issue offsets ongoing structural weaknesses but does not yet reinvigorate the growth or income thesis.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FORMFACTOR, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware						13-3711155
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

7005 Southfront Road

Livermore, California 94551

(Address of Principal Executive Offices) (Zip Code)

Amended and Restated 2012 Equity Incentive Plan

(Full Title of the Plan)

Alan Chan

Senior Vice President, Chief Legal Officer and Corporate Secretary

FormFactor, Inc.

7005 Southfront Road

Livermore, California 94551

(Name and Address of Agent for Service)

(925) 290-4000 

(Telephone Number, including Area Code, of Agent for Service)

Copy to:

William L. Hughes

Orrick, Herrington & Sutcliffe LLP

405 Howard Steet

San Francisco, California 94105

(415) 773-5700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E on Form S-8, this Registration Statement is being filed for the purpose of registering an additional 2,200,000 shares of common stock of FormFactor, Inc. (the “Registrant”) issuable pursuant to the Registrant’s Amended and Restated 2012 Equity Incentive Plan. These additional shares of common stock are securities of the same class and relate to the same employee benefit plan (as amended from time to time) as other securities for which registration statements on Form S-8 have been filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2022 (File No. 333-266500), June 23, 2020 (File No. 333-239388), August 2, 2019 (File No. 333-232990), January 16, 2018 (File No. 333-222551), May 7, 2014 (File No. 333-195744), May 6, 2013 (File No. 333-188363), February 21, 2012 (File No. 333-179589), February 17, 2011 (File No. 333-172318), February 24, 2010 (File No. 333-165058), February 27, 2009 (File No. 333-157610), February 27, 2008 (File No. 333-149411), December 20, 2007 (File No. 333-148198), December 1, 2006 (File No. 333-139074), June 17, 2005 (File No. 333-125918), May 4, 2004 (File No. 333-115137) and June 12, 2003 (File No. 333-106043), the contents of which are hereby incorporated by reference. These additional shares of common stock have become reserved for issuance as a result of the amendment and restatement of the Registrant’s Amended and Restated 2012 Equity Incentive Plan effective as of May 16, 2025.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Commission under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

    (a)     The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the Commission on February 21, 2025 , which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

    (b)     All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above (other than the portions of these reports not deemed to be filed); and

    (c)     The description of the Registrant’s Common Stock which is contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020 filed with the Commission on February 22, 2021, and including any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number			Description
5.1			Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1			Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
23.2			Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1			Power of Attorney (included on the signature page of this Form S-8).
99.1			Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-50307) filed with the Commission on May 21, 2025).
107.1			Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livermore, State of California, on this 5th day of August, 2025.

						FormFactor, Inc.
						By:			/s/ Alan Chan
									Alan Chan
									Senior Vice President, Chief Legal Officer and Corporate Secretary

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Shai Shahar and Alan Chan and each of them, his/her true and lawful attorneys-in-fact and agents with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes to this Registration Statement as such attorneys-in-fact and agents so acting deem appropriate, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done with respect to this Registration Statement, including amendments, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his/her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature			Title			Date
Principal Executive Officer:
/s/ Michael D. Slessor			President, Chief Executive Officer and Director			August 5, 2025
Michael D. Slessor
Principal Financial Officer and Principal Accounting Officer:
/s/ Shai Shahar			Chief Financial Officer			August 5, 2025
Shai Shahar

/s/ Thomas St. Dennis			Director			August 5, 2025
Thomas St. Dennis
/s/ Kevin Brewer			Director			August 5, 2025
Kevin Brewer
/s/ Rebeca Obregon Jimenez			Director			August 5, 2025
Rebeca Obregon Jimenez
/s/ Sheri Rhodes			Director			August 5, 2025
Sheri Rhodes
/s/ Kelley Steven-Waiss			Director			August 5, 2025
Kelley Steven-Waiss
/s/ Jorge Titinger			Director			August 5, 2025
Jorge Titinger
/s/ Brian White			Director			August 5, 2025
Brian White