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): February 13, 2026
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code: (925 ) 290-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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):
Securities registered pursuant to Section12(b) of the Act:
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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).
☐ 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 February 13, 2026, Kevin Brewer, a director of FormFactor, Inc. (the “Company”), advised the Company's Board of Directors (the “Board”) that he will not stand for re-election at the Company’s 2026 annual meeting of stockholders. Mr. Brewer’s decision to not stand for re-election is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Item 7.01. Regulation FD Disclosure
On February 18, 2026, 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 | |||||||
| Press Release dated February 18, 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.
FORMFACTOR, INC. | ||||||||||||||
| Date: | February 18, 2026 | By: | /s/ Alan Chan | |||||||||||
| Name: | Alan Chan | |||||||||||||
| Title: | Senior Vice President, Chief Legal Officer and | |||||||||||||
| Secretary | ||||||||||||||
EXHIBIT 99.1
News Release
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4273
ir@formfactor.com
FORMFACTOR, INC. ANNOUNCES BOARD TRANSITIONS
LIVERMORE, Calif.—February 18, 2026— Kevin Brewer, a director of FormFactor, Inc. (“FormFactor”) since 2024, notified FormFactor of his decision to retire from service on our Board of Directors (“Board”) following the completion of his current term. Consequently, Mr. Brewer will not stand for re-election to our Board at our 2026 Annual Meeting of Stockholders, which FormFactor anticipates holding on May 15, 2026. Mr. Brewer’s decision to not stand for re-election is not due to any disagreement with FormFactor on any matter relating to FormFactor’s operations, policies or practices.
"Kevin has been an outstanding board member for FormFactor,” said Tom St. Dennis, chairperson of FormFactor. "In addition to the financial experience that Kevin has as a public company CFO, he has extensive operations experience. We will miss Kevin's advice and counsel as well as his collaborative nature."
Mr. Brewer is currently a member of the Audit Committee and the Governance and Nominating Committee.
Mr. Brewer served as the Chief Financial Officer and Executive Vice President of Global Operations for Axcelis Technologies, Inc. (“Axcelis”), a world-leading provider of equipment and services to the semiconductor manufacturing industry, from July 2013 until October of 2023, and had previously served in several other senior level positions at Axcelis since 1999, including Executive Vice President, Global Operations and Senior Vice President, Manufacturing Operations.
About FormFactor:
FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product 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 the Company’s website at www.formfactor.com.
Forward-looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. Generally, forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, and the Company's performance, and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” “forecast,” “continue,” and “prospect,” and the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or
if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.