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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 | ||
Exhibit 99.01
News Release
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4273
ir@formfactor.com
FORMFACTOR, INC. ANNOUNCES CFO TRANSITION
LIVERMORE, Calif.—August 12, 2025— FormFactor, Inc. (Nasdaq: FORM) (the “Company” or “FormFactor”) today announced that Aric McKinnis, currently its Vice President and Corporate Controller, has been appointed to serve as the Company’s new Senior Vice President and Chief Financial Officer. He succeeds Shai Shahar, who resigned from these positions effective August 8, 2025. Mr. Shahar will remain a FormFactor employee as Senior Vice President, Executive Advisor through December 31, 2025.
“On behalf of our executive team and the Board, it is my pleasure to welcome Aric as FormFactor’s new Chief Financial Officer,” said Mike Slessor, FormFactor President & Chief Executive Officer. “Over the past six years, Aric has demonstrated consistent exemplary leadership and succeeded in positions of increasing responsibility, which have thoroughly prepared him for this new role. As a key member of our executive team, Aric will play an important part in driving improvements in our execution and financial performance, and I and our Board are confident he will serve FormFactor well as we continue our growth as one of the world’s leading suppliers of essential semiconductor test and measurement technologies.”
Mr. McKinnis, who joined FormFactor in August 2019, serves as its Vice President and Corporate Controller; and was previously Corporate Controller at MKS Instruments. Earlier, Mr. McKinnis served in various external audit roles at Deloitte, including Audit Manager. He holds Honors College degrees from Oregon State University, where he graduated summa cum laude from its College of Business.
“We sincerely thank Shai for his many valuable contributions to FormFactor. Shai has been a critical member of our executive leadership team, and we wish him all the best in his future endeavors,” said Thomas St. Dennis, FormFactor’s Chairperson.
The Company reaffirmed its third quarter of 2025 financial outlook, issued on July 30, 2025.
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. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in and impacts from export control, tariffs and other trade barriers; changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as tariffs, military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. 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.