FormFactor, Inc. filed a Form S-3 registration statement on November 9, 2026, registering up to 2,234,887 shares of common stock for resale by Teradyne, Inc. following a private placement that closed the same day.

Key Highlights

  • Shares registered: Up to 2,234,887 shares of common stock, par value $0.001 per share, offered by Teradyne, Inc. as the selling stockholder.
  • Private placement origin: The shares were issued pursuant to a Securities Purchase Agreement dated October 6, 2026, in a transaction exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D.
  • Closing date: The private placement closed on November 9, 2026, the same date as this registration statement filing.
  • No proceeds to FormFactor: According to the filing, FormFactor will not sell any shares under this prospectus and will not receive any proceeds from the Selling Stockholder's dispositions.
  • Last reported share price: On November 6, 2026, the last reported sale price of FormFactor common stock on the Nasdaq Global Select Market was $81.12 per share.
  • Registration Rights Agreement: FormFactor will bear registration expenses allocated to it under a Registration Rights Agreement dated October 6, 2026, between the company and Teradyne.

FormFactor's S-3 Shelf Registration Covers Teradyne's PIPE Shares

FormFactor, Inc. (NASDAQ:FORM), a Delaware corporation headquartered in Livermore, California, filed an automatic shelf registration statement on Form S-3 with the SEC on November 9, 2026. The filing registers up to 2,234,887 shares of common stock held by Teradyne, Inc., which the prospectus identifies as the Selling Stockholder. FormFactor described itself as a "well-known seasoned issuer" qualifying for the shelf process under Rule 405 of the Securities Act.

According to the filing, the registered shares were originally issued to Teradyne in a private placement exempt from Securities Act registration requirements under Section 4(a)(2) and Regulation D. The underlying Securities Purchase Agreement was dated October 6, 2026, and the transaction closed on November 9, 2026. The prospectus states that Teradyne, or its pledgees, assignees, or successors-in-interest, may offer and sell the shares from time to time through public or private transactions, subject to transfer restrictions described in the prospectus. Pricing may occur at prevailing market prices, prices related to market prices, fixed prices, or negotiated prices.

The filing makes clear that FormFactor will bear registration expenses allocated to it under the Registration Rights Agreement dated October 6, 2026. The Selling Stockholder will bear all other fees and costs, including underwriting discounts, selling commissions, applicable stock transfer taxes, and fees of its own advisors. Aric McKinnis, Senior Vice President and Chief Financial Officer, is named as the agent for service in connection with this registration statement.

What Was Disclosed

FormFactor filed an S-3 shelf registration statement to allow Teradyne, Inc. to resell up to 2,234,887 shares of FormFactor common stock acquired in a private placement that closed November 9, 2026. FormFactor will receive no proceeds from any such resales.