イコルホールディングスの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-37961

_________________________________________________________________________________________________________________________

ICHOR HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________________________________________________________________________


Cayman Islands						Not Applicable
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
3185 Laurelview Ct. Fremont, California						94538
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (510) 897-5200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001	ICHR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Small 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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes o No x

As of July 29, 2025, the registrant had 34,327,355 ordinary shares, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Shareholders' Equity	3
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4.	CONTROLS AND PROCEDURES	25

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	MINE SAFETY DISCLOSURES	26
ITEM 5.	OTHER INFORMATION	26
ITEM 6.	EXHIBITS	27

	SIGNATURES	28

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	June 27, 2025		December 27, 2024
Assets
Current assets:
Cash and cash equivalents	$	92,224	$	108,669
Accounts receivable, net	80,821		86,619
Inventories	259,373		250,102
Prepaid expenses and other current assets	6,710		7,230
Total current assets	439,128		452,620
Property and equipment, net	108,907		94,867
Operating lease right-of-use assets	39,313		44,461
Other noncurrent assets	14,715		15,182
Deferred tax assets, net	3,043		4,316
Intangible assets, net	44,560		48,716
Goodwill	335,402		335,402
Total assets	$	985,068	$	995,564
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	90,581	$	91,719
Accrued liabilities	16,477		15,992
Other current liabilities	10,387		8,965
Current portion of long-term debt	7,500		7,500
Current portion of lease liabilities	11,478		11,494
Total current liabilities	136,423		135,670
Long-term debt, less current portion, net	117,505		121,023
Lease liabilities, less current portion	30,300		34,189
Deferred tax liabilities, net	1,555		1,555
Other non-current liabilities	5,138		4,791
Total liabilities	290,921		297,228
Shareholders’ equity:
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding)	—		—
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 34,243,283 and 33,859,542 shares outstanding, respectively; 38,680,722 and 38,296,981 shares issued, respectively)	3		3
Additional paid in capital	615,838		606,060
Treasury shares at cost (4,437,439 shares)	(91,578)		(91,578)
Retained earnings	169,884		183,851
Total shareholders’ equity	694,147		698,336
Total liabilities and shareholders’ equity	$	985,068	$	995,564

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net sales	$	240,285	$	203,227	$	484,750	$	404,610
Cost of sales	213,083		177,670		429,026		356,059
Gross profit	27,202		25,557		55,724		48,551
Operating expenses:
Research and development	5,710		5,926		11,584		11,296
Selling, general, and administrative	24,254		19,807		45,996		39,026
Amortization of intangible assets	2,078		2,086		4,156		4,232
Total operating expenses	32,042		27,819		61,736		54,554
Operating loss	(4,840)		(2,262)		(6,012)		(6,003)
Interest expense, net	1,635		1,858		3,281		5,954
Other expense, net	193		50		274		289
Loss before income taxes	(6,668)		(4,170)		(9,567)		(12,246)
Income tax expense	2,740		942		4,400		1,855
Net loss	$	(9,408)	$	(5,112)	$	(13,967)	$	(14,101)
Net loss per share
Basic	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Diluted	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Shares used to compute Net loss per share:
Basic	34,179,382		33,548,071		34,088,873		31,779,521
Diluted	34,179,382		33,548,071		34,088,873		31,779,521

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ending June 27, 2025	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at March 28, 2025	34,113,204	$	3	$	612,644	4,437,439	$	(91,578)	$	179,292	$	700,361

Ordinary shares issued from exercise of stock options	—	—		—		—	—		—		—
Ordinary shares issued from vesting of restricted share units	130,079	—		(1,033)		—	—		—		(1,033)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
Share-based compensation expense	—	—		4,227		—	—		—		4,227
Net loss	—	—		—		—	—		(9,408)		(9,408)
Balance at June 27, 2025	34,243,283	$	3	$	615,838	4,437,439	$	(91,578)	$	169,884	$	694,147


For the six months ending June 27, 2025	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 27, 2024	33,859,542	$	3	$	606,060	4,437,439	$	(91,578)	$	183,851	$	698,336
Ordinary shares issued from exercise of stock options	137,080	—		3,404		—	—		—		3,404
Ordinary shares issued from vesting of restricted share units	207,597	—		(3,046)		—	—		—		(3,046)
Ordinary shares issued from employee share purchase plan	39,064	—		1,070		—	—		—		1,070
Share-based compensation expense	—	—		8,350		—	—		—		8,350
Net loss	—	—		—		—	—		(13,967)		(13,967)
Balance at June 27, 2025	34,243,283	$	3	$	615,838	4,437,439	$	(91,578)	$	169,884	$	694,147

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ending June 28, 2024	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at March 29, 2024	33,467,846	$	3	$	593,125	4,437,439	$	(91,578)	$	195,682	$	697,232
Ordinary shares issued, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	31,381	—		747		—	—		—		747
Ordinary shares issued from vesting of restricted share units	130,104	—		(1,929)		—	—		—		(1,929)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
Share-based compensation expense	—	—		3,938		—	—		—		3,938
Net loss	—	—		—		—	—		(5,112)		(5,112)
Balance at June 28, 2024	33,629,331	$	3	$	595,881	4,437,439	$	(91,578)	$	190,570	$	694,876


For the six months ending June 28, 2024	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 29, 2023	29,435,398	$	3	$	451,581	4,437,439	$	(91,578)	$	204,671	$	564,677
Ordinary shares issued, net of transaction costs	3,833,334	—		136,738		—	—		—		136,738
Ordinary shares issued from exercise of stock options	142,331	—		3,500		—	—		—		3,500
Ordinary shares issued from vesting of restricted share units	182,215	—		(3,272)		—	—		—		(3,272)
Ordinary shares issued from employee share purchase plan	36,053	—		1,021		—	—		—		1,021
Share-based compensation expense	—	—		6,313		—	—		—		6,313
Net loss	—	—		—		—	—		(14,101)		(14,101)
Balance at June 28, 2024	33,629,331	$	3	$	595,881	4,437,439	$	(91,578)	$	190,570	$	694,876

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 27, 2025		June 28, 2024
Cash flows from operating activities:
Net loss	$	(13,967)	$	(14,101)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	16,057		15,679
Share-based compensation	8,350		6,313
Impairment of lease right-of-use assets	1,292		—
Deferred income taxes	1,273		45
Amortization of debt issuance costs	232		232



Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	5,798		1,505
Inventories	(9,271)		14,410
Prepaid expenses and other assets	4,777		1,878
Accounts payable	(468)		(144)
Accrued liabilities	305		53
Other liabilities	(2,909)		(3,574)
Net cash provided by operating activities	11,469		22,296
Cash flows from investing activities:
Capital expenditures	(25,772)		(7,337)




Net cash used in investing activities	(25,772)		(7,337)
Cash flows from financing activities:
Issuance of ordinary shares, net of fees	—		136,738
Issuance of ordinary shares under share-based compensation plans	4,654		4,719
Employees' taxes paid upon vesting of restricted share units	(3,046)		(3,272)


Repayments on revolving credit facility	—		(115,000)

Repayments on term loan	(3,750)		(3,750)
Net cash provided by (used in) financing activities	(2,142)		19,435
Net increase (decrease) in cash	(16,445)		34,394
Cash at beginning of period	108,669		79,955
Cash at end of period	$	92,224	$	114,349
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	4,344	$	7,536
Cash paid during the period for taxes, net of refunds	$	1,299	$	1,452
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	4,291	$	1,458
Right-of-use assets obtained in exchange for new operating lease liabilities	$	773	$	2,379

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Notes to Consolidated Financial Statements

(dollar figures in tables in thousands, except per share amounts)

(unaudited)


Note 1 – Basis of Presentation and Selected Significant Accounting Policies

Basis of Presentation

These consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to the consolidated financial statements are in thousands, except per share amounts. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the U.S. Securities and Exchange Commission's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 27, 2024.

Year End

We use a 52- or 53-week fiscal year ending on the last Friday in December. Our fiscal years ending December 26, 2025 and December 27, 2024 are each 52 weeks. References to 2025 and 2024 relate to the fiscal years then ended, respectively. The three-month periods ended June 27, 2025 and June 28, 2024 are each 13 weeks. References to the second quarter of 2025 and 2024 relate to the three-month periods then ended, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analysis for both definite‑lived intangible assets and goodwill.

Change in Accounting Estimate

On March 29, 2025, we changed our accounting estimate for the expected useful lives of Computer Numerical Control ("CNC") machinery. We evaluated our current asset base and reassessed the estimated useful lives of the CNC machinery in connection with our recent usage of older machinery, including considering the technological and physical obsolescence of such machinery. Based on this evaluation, we determined the expected useful life of the CNC machinery should be increased from seven to ten years to more closely reflect the estimated economic life of those assets. This change in estimate was applied prospectively effective for the second quarter of 2025 and resulted in a decrease to depreciation expense in cost of sales of $1.0 million for the second quarter of 2025. For the three and six months ended June 27, 2025, this change in estimate reduced Operating loss and Net loss by approximately $1.0 million and $1.0 million and Net loss per share by $0.02 and $0.03, respectively.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition.

Fair Value of Financial Instruments

The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, net of unamortized debt issuance costs, approximate fair value.

Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations.

Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales.

Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the product has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under Accounting Standards Codification ("ASC") Topic 460, Guarantees, and not as a separate performance obligation.

Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer, but payment is generally due within 15 to 60 days of purchase. Historically, we have not experienced significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein.

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative description of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial statements. In addition, it requires disclosure of selling expenses and its definition. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied either prospectively or retrospectively. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.


Note 2 – Inventories

Inventories consist of the following:


	June 27, 2025		December 27, 2024
Raw materials	$	200,954	$	197,975
Work in process	49,641		45,075
Finished goods	45,844		43,445
Excess and obsolete adjustment	(37,066)		(36,393)
Total inventories	$	259,373	$	250,102


Note 3 – Property and Equipment and Other Noncurrent Assets

Property and equipment consist of the following:


	June 27, 2025		December 27, 2024
Machinery	$	140,086	$	123,509
Leasehold improvements	47,901		48,487
Computer software, hardware, and equipment	9,093		8,707
Office furniture, fixtures, and equipment	1,598		1,593
Vehicles	393		395
Construction-in-process	18,965		12,612
	218,036		195,303
Less accumulated depreciation	(109,129)		(100,436)
Total property and equipment, net	$	108,907	$	94,867

Depreciation expense was $5.5 million and $5.3 million for the second quarter of 2025 and 2024, respectively.

Depreciation expense was $11.1 million and $10.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

Cloud Computing Implementation Costs

We capitalize implementation costs associated with hosting arrangements that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system. The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $13.3 million and $11.2 million as of June 27, 2025 and December 27, 2024, respectively, and is included in other noncurrent assets on our consolidated balance sheets. The related amortization expense, which is included in selling, general, and administrative expenses on our consolidated statements of operations, was $0.4 million and $0.3 million for the second quarter of 2025 and 2024, respectively, and $0.8 million and $0.5 million for the six months ended June 27, 2025 and June 28, 2024, respectively.


Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:


	June 27, 2025
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	$	73,142	$	(32,398)	$	—	$	40,744	9.9 years
Developed technology	11,047		(7,231)		—		3,816		10.0 years
Total intangible assets	$	84,189	$	(39,629)	$	—	$	44,560


	December 27, 2024
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	$	73,142	$	(28,779)	$	—	$	44,363	9.9 years
Developed technology	11,047		(6,694)		—		4,353		10.0 years
Total intangible assets	$	84,189	$	(35,473)	$	—	$	48,716


Note 5 – Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

We lease facilities under non-cancelable operating leases that expire at various dates from 2025 through 2037. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities.

During the three and six months ended June 27, 2025, we recorded a $1.3 million non-cash impairment charge in connection with the abandonment of an ROU lease asset associated with the exit from our Scotland operations. The impairment of the ROU lease asset is included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

The components of lease expense are as follows:


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Operating lease cost	$	2,885	$	2,492	$	5,630	$	4,984

Supplemental cash flow information related to leases is as follows:


	Six Months Ended
	June 27, 2025		June 28, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,762	$	4,851

Supplemental balance sheet information related to leases is as follows:


	June 27, 2025	December 27, 2024
Weighted-average remaining lease term of operating leases	5.8 years	6.1 years
Weighted-average discount rate of operating leases	4.9%	4.7%

Future minimum lease payments under non-cancelable leases are as follows as of June 27, 2025:


2025, remaining	$	5,727
2026	11,478
2027	10,519
2028	5,835
2029	3,229
Thereafter	12,269
Total future minimum lease payments	49,057
Less imputed interest	(7,279)
Total lease liabilities	$	41,778
Less current portion	$	(11,478)
Total lease liabilities, less current portion	$	30,300


Note 6 – Income Taxes

On July 4, 2025, a budget and reconciliation package referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA enacts significant changes to U.S. tax and related laws, including, among other things, expensing of domestic research expenses, increasing the limit of the interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. We are currently evaluating the impact the new tax law will have on our financial condition and results of operations. We do not anticipate a material change to our effective income tax rate or our net deferred federal income tax assets as a result of these changes. We expect the impact of the tax law changes from the OBBBA to be included in our financial statements beginning in the three months ending September 26, 2025.

Income tax information for the periods reported is as follows:


	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Income tax expense	$	2,740		$	942		$	4,400		$	1,855
Loss before income taxes	$	(6,668)		$	(4,170)		$	(9,567)		$	(12,246)
Effective income tax rate	(41.1)		%	(22.6)		%	(46.0)		%	(15.1)		%

Our effective tax rate for the three and six months ended June 27, 2025 differs from the statutory rate primarily due to taxes on foreign income that differs from the U.S. tax rate, including an accrual for the Organization for Economic Co-operation and Development's (“OECD”) Global Anti-Base Erosion Model Rules ("Pillar Two") taxes, the impact of stock option exercises, and the impact of a valuation allowance against U.S. deferred tax assets. Pillar Two taxes primarily impact our Singapore operations, wherein we were granted and currently participate in a tax holiday expiring in 2026.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $4.2 million as of June 27, 2025. The related interest was insignificant, and the related penalties were $0.7 million. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of June 27, 2025, we were under examination by California tax authorities for fiscal years 2020-2022.


Note 7 – Employee Benefit Programs

401(k) Plan

We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual matching maximum of 4% of a participant’s annual compensation. Matching contributions were $0.7 million and $0.6 million for the second quarter of 2025 and 2024, respectively, and $1.5 million and $1.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively.


Note 8 – Long-Term Debt

Long‑term debt consists of the following:


	June 27, 2025		December 27, 2024
Term loan	$	125,625	$	129,375
Revolving credit facility	—		—
Total principal amount of long-term debt	125,625		129,375
Less unamortized debt issuance costs	(620)		(852)
Total long-term debt, net	125,005		128,523
Less current portion	(7,500)		(7,500)
Total long-term debt, less current portion, net	$	117,505	$	121,023

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders under the agreement that was subsequently amended on September 30, 2024 (the "credit agreement"). The credit agreement includes a $150.0 million term loan facility and a $250.0 million revolving credit facility (together, “credit facilities”). Term loan principal payments of $1.9 million are due on a quarterly basis. The credit agreement matures on October 29, 2026.

As of June 27, 2025, interest is charged at either the Base Rate or SOFR (as such terms are defined in the credit agreement) at our option, plus an applicable margin. The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) SOFR plus 1.00%. The applicable margin on Base Rate and SOFR loans is 0.375% to 1.375% and 1.375% to 2.375% per annum, respectively, depending on our leverage ratio, which is based on trailing 12-month consolidated EBITDA, as defined in our credit agreement. We are also charged a commitment fee of 0.175% to 0.350%, depending on our leverage ratio, on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. SOFR interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three months. As of June 27, 2025, our credit facilities bore interest under the SOFR option at 6.07%.


Note 9 – Share‑Based Compensation

On March 26, 2025, our Human Capital Committee of our Board of Directors approved the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan (the "2025 Plan"). The 2025 Plan was approved by our stockholders on May 14, 2025 and allows for the issuance of 2,963,471 shares to be used for awards under the Plan. The 2025 Plan replaces the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (the "2016 Plan") in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan.

The 2025 Omnibus Incentive Plan provides for grants of share‑based awards to employees, directors, and consultants. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years, 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining three years. Upon vesting of RSUs, shares are withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $4.2 million and $3.9 million for the second quarter of 2025 and 2024, respectively, and $8.4 million and $6.3 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

Stock Options

The following table summarizes option activity:


	Number of Stock Options
	Service condition	Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding, December 27, 2024	365,085	$	24.28
Granted	—	$	—
Exercised	(137,080)	$	24.83
Forfeited or expired	(11,648)	$	22.38
Outstanding, June 27, 2025	216,357	$	24.03	1.2 years	$	—
Exercisable, June 27, 2025	216,357	$	24.03	1.2 years	$	—

Restricted Share Units

The following table summarizes RSU activity:


	Number of RSUs
	Service condition	Performance condition	Market condition	Weighted average grant-date fair value per share
Unvested, December 27, 2024	1,031,455	178,610	201,841	$	33.92
Granted	430,520	57,044	57,048	$	19.68
Vested	(261,252)	(23,150)	(44,191)	$	32.54
Forfeited	(39,631)	(11,974)	(8,497)	$	30.32
Unvested, June 27, 2025	1,161,092	200,530	206,201	$	29.40

Employee Share Purchase Plan

The 2017 Employee Stock Purchase Plan (the “2017 ESPP”) grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85% of the fair market value of our ordinary shares on the first or last day of each six-month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31 (or the next business day if such date is not a business day). Shares are purchased on the last day of the purchase period.

As of June 27, 2025, approximately 2.1 million ordinary shares remain available for purchase under the 2017 ESPP.


Note 10 – Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the numerator and denominator used in the calculation:


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Numerator:
Net loss	$	(9,408)	$	(5,112)	$	(13,967)	$	(14,101)
Denominator:
Basic weighted average ordinary shares outstanding	34,179,382		33,548,071		34,088,873		31,779,521
Dilutive effect of options	—		—		—		—
Dilutive effect of RSUs	—		—		—		—
Dilutive effect of ESPP	—		—		—		—
Diluted weighted average ordinary shares outstanding	34,179,382		33,548,071		34,088,873		31,779,521
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1)	1,995,000		2,193,000		2,322,000		2,492,000
Net loss per share:
Basic	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Diluted	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)

(1)Represents potentially dilutive options and RSUs excluded from the calculation of diluted weighted average ordinary shares outstanding, because including them would have been antidilutive under the treasury stock method.


Note 11 – Segment Information

We operate as a single business operating segment, which includes all activities related to the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Accordingly, we report as one operating segment. The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our CODM. The consolidated financial information provided to our CODM does not contain significant disaggregated expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial statements. Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore, Malaysia and Mexico, and to a lesser degree, Scotland and Korea. Our principal markets include North America, Asia, and, to a lesser degree, Europe.

The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped:


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Singapore	$	106,870	$	81,541	215,958		160,667
United States of America	76,684		69,259		$	152,494	133,653
Europe	25,279		21,307		50,412		52,656
Other	31,452		31,120		65,886		57,634
Total net sales	$	240,285	$	203,227	$	484,750	$	404,610

Foreign long-lived assets, exclusive of deferred tax assets, were $68.9 million and $62.5 million as of June 27, 2025 and December 27, 2024, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Cautionary Statement Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. These statements are contained in many sections of this report, including in this Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include geopolitical, economic and market conditions, including high inflation, changes to tax, trade, fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Ukraine and the Middle East; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers (“OEMs”) for a significant portion of sales; being unable to attract, hire, integrate and retain key personnel and other necessary employees; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by OEMs in order to retain our existing customers and obtain new customers; becoming involved in litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation; our dependence on a limited number of suppliers; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our Annual Report on Form 10‑K for the fiscal year ended December 27, 2024 (“2024 Annual Report on Form 10-K”) and our other filings with the Securities and Exchange Commission (“SEC”). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in Part I – Item 1A. Risk Factors to our 2024 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated unaudited financial statements and related notes included elsewhere in this report.


Overview

We are a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Our product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery systems and subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor, and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery systems and subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing and surface treatment technologies, and other proprietary products for the commercial space, aerospace, defense, medical device, and general-industrial industries. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively.

Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most OEMs outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.

We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, Mexico, and Korea.

The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric. For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP metrics, please refer below to the section entitled Non-GAAP Financial Results within this report.


	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
	(dollars in thousands, except per share amounts)
Net sales	$	240,285		$	203,227		$	484,750		$	404,610
Gross margin	11.3		%	12.6		%	11.5		%	12.0		%
Non-GAAP gross margin	12.5		%	13.0		%	12.4		%	12.6		%
Operating margin	(2.0)		%	(1.1)		%	(1.2)		%	(1.5)		%
Non-GAAP operating margin	2.6		%	2.2		%	2.6		%	1.7		%
Net loss	$	(9,408)		$	(5,112)		$	(13,967)		$	(14,101)
Non-GAAP net income (loss)	$	1,097		$	1,819		$	5,333		$	(893)
Diluted EPS	$	(0.28)		$	(0.15)		$	(0.41)		$	(0.44)
Non-GAAP diluted EPS	$	0.03		$	0.05		$	0.16		$	(0.03)


Macroeconomic Conditions and Business Update

The semiconductor capital equipment industry is inherently cyclical. Overall semiconductor equipment spending in 2025 is anticipated to grow over 2024 levels, particularly in our primary markets of etch and deposition, where current demand remains healthy among our customers. However, the global trade environment and the outcome of ongoing negotiations between the United States and other countries with respect to tariffs remains uncertain and could materially affect our costs for materials, prices for our products, and demand. To date, although we have experienced modest increases in costs for certain of our materials, tariffs have not materially impacted demand for our products or costs for materials. Currently, semiconductors are excluded from the "reciprocal tariffs" and our tariff exemption under the U.S.-Mexico-Canada Agreement remains applicable to imports from our operations in Mexico. However, we cannot provide any assurance that these exclusions and exemptions will remain in place indefinitely, or that any new or expanded tariffs will not have a material adverse impact on our business in the future.

While challenging macroeconomic conditions may persist in the near and intermediate term, we remain confident in our belief that the long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by an increasing need for expanded semiconductor productive capacity and advanced manufacturing process technologies.


Results of Operations

The following table sets forth our unaudited results of operations for the periods presented. The period‑to‑period comparison of results is not necessarily indicative of results for future periods.


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
	(in thousands)
Net sales	$	240,285	$	203,227	$	484,750	$	404,610
Cost of sales	213,083		177,670		429,026		356,059
Gross profit	27,202		25,557		55,724		48,551
Operating expenses:
Research and development	5,710		5,926		11,584		11,296
Selling, general, and administrative	24,254		19,807		45,996		39,026
Amortization of intangible assets	2,078		2,086		4,156		4,232
Total operating expenses	32,042		27,819		61,736		54,554
Operating loss	(4,840)		(2,262)		(6,012)		(6,003)
Interest expense, net	1,635		1,858		3,281		5,954
Other expense, net	193		50		274		289
Loss before income taxes	(6,668)		(4,170)		(9,567)		(12,246)
Income tax expense	2,740		942		4,400		1,855
Net loss	$	(9,408)	$	(5,112)	$	(13,967)	$	(14,101)

The following table sets forth our unaudited results of operations as a percentage of our total sales for the periods presented.


	Three Months Ended		Six Months Ended
	June 27, 2025	June 28, 2024	June 27, 2025	June 28, 2024

Net sales	100.0	100.0	100.0	100.0
Cost of sales	88.7	87.4	88.5	88.0
Gross profit	11.3	12.6	11.5	12.0
Operating expenses:
Research and development	2.4	2.9	2.4	2.8
Selling, general, and administrative	10.1	9.7	9.5	9.6
Amortization of intangible assets	0.9	1.0	0.9	1.0
Total operating expenses	13.3	13.7	12.7	13.5
Operating loss	(2.0)	(1.1)	(1.2)	(1.5)
Interest expense, net	0.7	0.9	0.7	1.5
Other expense, net	0.1	0.0	0.1	0.1
Loss before income taxes	(2.8)	(2.1)	(2.0)	(3.0)
Income tax expense	1.1	0.5	0.9	0.5
Net loss	(3.9)	(2.5)	(2.9)	(3.5)


Comparison of the Three and Six Months Ended June 27, 2025 and June 28, 2024

Net sales


	Three Months Ended				Change				Six Months Ended				Change
	June 27, 2025		June 28, 2024		Amount		%		June 27, 2025		June 28, 2024		Amount		%
	(dollars in thousands)
Net sales	$	240,285	$	203,227	$	37,058	18.2	%	$	484,750	$	404,610	$	80,140	19.8	%

The increase in net sales from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to increased customer demand as a result of a stronger semiconductor capital equipment spending environment.

Gross margin


	Three Months Ended						Change				Six Months Ended						Change
	June 27, 2025			June 28, 2024			Amount		%		June 27, 2025			June 28, 2024			Amount		%
	(dollars in thousands)
Cost of sales	$	213,083		$	177,670		$	35,413	19.9%		$	429,026		$	356,059		$	72,967	20.5%
Gross profit	$	27,202		$	25,557		$	1,645	6.4%		$	55,724		$	48,551		$	7,173	14.8%
Gross margin	11.3		%	12.6		%			-130	bps	11.5		%	12.0		%			-50	bps

The decrease in gross margin from the second quarter of 2024 to the second quarter of 2025 was primarily due to increased material costs, unfavorable sales mix, and inventory write-off costs of $1.6 million associated with the planned exit from our Scotland operations, partially offset by reduced excess and obsolete inventory expense of $1.3 million.

The decrease in gross margin from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to increased material costs, unfavorable sales mix, and inventory write-off costs of $1.6 million associated with the planned exit from our Scotland operations, partially offset by reduced excess and obsolete inventory expense of $2.9 million.

Research and development


	Three Months Ended				Change				Six Months Ended				Change
	June 27, 2025		June 28, 2024		Amount		%		June 27, 2025		June 28, 2024		Amount		%
	(dollars in thousands)
Research and development	$	5,710	$	5,926	$	(216)	(3.6)	%	$	11,584	$	11,296	$	288	2.5	%

The decrease and increase in research and development expenses from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025, respectively, was primarily due to fluctuations in material and service costs from our new product development programs and in employee-related expenses, inclusive of share-based compensation expense, and professional legal expenses.

Selling, general, and administrative


	Three Months Ended				Change				Six Months Ended				Change
	June 27, 2025		June 28, 2024		Amount		%		June 27, 2025		June 28, 2024		Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	24,254	$	19,807	$	4,447	22.5	%	$	45,996	$	39,026	$	6,970	17.9	%

The increase in selling, general, and administrative expenses from the second quarter of 2024 to the second quarter of 2025 was primarily due to increased exit disposal costs of $2.0 million associated with the planned exit from our Scotland operations, increased employee health insurance claims of $1.3 million, increased costs associated with software and IT services of $0.5 million, increased outside service provider costs of $0.3 million, increased share-based compensation expense of $0.2 million, and increased severance costs of $0.1 million.

The increase in selling, general, and administrative expenses from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to increased share based compensation expense of $2.0 million, increased exit disposal costs of $2.0 million associated with the planned exit from our Scotland operations, increased employee health insurance claims of $1.5 million, increased costs associated with software and IT services of $1.0 million, increased outside service provider costs of $0.8 million, and increased severance costs of $0.4 million, partially offset by reduced transaction-related costs associated with our acquisitions pipeline of $0.8 million.

Amortization of intangible assets


	Three Months Ended				Change				Six Months Ended				Change
	June 27, 2025		June 28, 2024		Amount		%		June 27, 2025		June 28, 2024		Amount		%
	(dollars in thousands)
Amortization of intangible assets	$	2,078	$	2,086	$	(8)	(0.4)	%	$	4,156	$	4,232	$	(76)	(1.8)	%

Amortization expense remained substantially unchanged from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025.

Interest expense, net


	Three Months Ended						Change				Six Months Ended						Change
	June 27, 2025			June 28, 2024			Amount		%		June 27, 2025			June 28, 2024			Amount		%
	(dollars in thousands)
Interest expense, net	$	1,635		$	1,858		$	(223)	(12.0)	%	$	3,281		$	5,954		$	(2,673)	(44.9)	%
Weighted average borrowings outstanding	$	125,666		$	133,104		$	(7,438)	(5.6)	%	$	126,614		$	188,520		$	(61,906)	(32.8)	%
Weighted average borrowing rate	6.06		%	7.45		%			-139 bps		6.15		%	7.53		%			-138 bps

The decrease in interest expense, net from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate. The reduction in our weighted average borrowings outstanding was primarily due to paying off our revolving credit facility near the end of the first quarter of 2024. The decrease in our weighted average borrowing rate was due to lower applicable margin as a result of a lower leverage ratio (-49 and -46 bps, respectively) and lower Secured Overnight Financing Rate ("SOFR") rates, the variable portion of our borrowing rate (-90 and -92 bps, respectively).

Other expense, net


	Three Months Ended				Change				Six Months Ended				Change
	June 27, 2025		June 28, 2024		Amount		%		June 27, 2025		June 28, 2024		Amount		%
	(dollars in thousands)
Other expense, net	$	193	$	50	$	143	286.0	%	$	274	$	289	$	(15)	(5.2)	%

The change in other expense, net from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to currency exchange rate fluctuations related to our local currency payables and cash holdings of our foreign operations.

Income tax expense


	Three Months Ended						Change				Six Months Ended						Change
	June 27, 2025			June 28, 2024			Amount		%		June 27, 2025			June 28, 2024			Amount		%
	(dollars in thousands)
Income tax expense	$	2,740		$	942		$	1,798	190.9	%	$	4,400		$	1,855		$	2,545	137.2	%
Loss before income taxes	$	(6,668)		$	(4,170)		$	(2,498)	59.9	%	$	(9,567)		$	(12,246)		$	2,679	(21.9)	%
Effective income tax rate	-41.1		%	-22.6		%			-1,850 bps		-46.0		%	-15.1		%			-3,090 bps

The increase in income tax expense from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to additional tax expense provisioned in Singapore in connection with Pillar Two minimum tax rules and increased withholding taxes.


Non‑GAAP Financial Results

Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income, and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales.

Non-GAAP results have limitations as analytical tools, and you should not consider them in isolation or as substitutes for our results reported under GAAP. Other companies may calculate non-GAAP results differently or may use other measures to evaluate their performance, both of which could reduce the usefulness of our non-GAAP results as tools for comparison.

Because of these limitations, you should consider non-GAAP results alongside other financial performance measures and results presented in accordance with GAAP. In addition, in evaluating non-GAAP results, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving non-GAAP results and you should not infer from our presentation of non-GAAP results that our future results will not be affected by these expenses or other discrete or infrequent charges and gains that are outside of normal business operations.

The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from GAAP gross profit, the most comparable GAAP measure, for the periods indicated:


	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
	(dollars in thousands)
U.S. GAAP gross profit	$	27,202		$	25,557		$	55,724		$	48,551
Non-GAAP adjustments:
Share-based compensation	774			717			1,481			1,493

Facility shutdown costs (1)	1,619			—			1,923			—
Other (2)	378			160			1,161			908
Non-GAAP gross profit	$	29,973		$	26,434		$	60,289		$	50,952
U.S. GAAP gross margin	11.3		%	12.6		%	11.5		%	12.0		%
Non-GAAP gross margin	12.5		%	13.0		%	12.4		%	12.6		%

(1)Represents costs associated with the exit from our Scotland operations. Included in this amount for the three and six months ended June 27, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million and severance costs associated with affected employees. Severance costs totaling $0.3 million incurred during the first quarter of 2025 and previously presented under the heading "Other" have been re-allocated to facility shutdown costs for the three and six months ended June 27, 2025.

(2)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

The following table presents our unaudited non‑GAAP operating loss and non-GAAP operating margin and a reconciliation from GAAP operating loss, the most comparable GAAP measure, for the periods indicated:


	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
	(dollars in thousands, except per share amounts)
U.S. GAAP operating loss	$	(4,840)		$	(2,262)		$	(6,012)		$	(6,003)
Non-GAAP adjustments:
Amortization of intangible assets	2,078			2,086			4,156			4,232
Share-based compensation	4,227			3,938			8,350			6,313


Transaction-related costs (1)	—			—			—			785
Facility shutdown costs (2)	4,296			—			4,888			—
Other (3)	386			733			1,340			1,600
Non-GAAP operating income	$	6,147		$	4,495		$	12,722		$	6,927
U.S. GAAP operating margin	(2.0)		%	(1.1)		%	(1.2)		%	(1.5)		%
Non-GAAP operating margin	2.6		%	2.2		%	2.6		%	1.7		%

(1)Represents transaction-related costs incurred in connection with our acquisitions pipeline.

(2)Represents costs associated with the exit from our Scotland operations. Included in this amount for the three and six months ended June 27, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, accelerated depreciation charges of $0.6 million, other direct and incremental facility exit-related costs of $0.6 million, and severance costs associated with affected employees. Severance costs totaling $0.6 million incurred during the first quarter of 2025 and previously presented under the heading "Other" have been re-allocated to facility shutdown costs for the three and six months ended June 27, 2025.

(3)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

The following table presents our unaudited non‑GAAP net income (loss) and non-GAAP diluted EPS and a reconciliation from GAAP net loss, the most comparable GAAP measure, for the periods indicated. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments".


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
	(dollars in thousands, except per share amounts)
U.S. GAAP net loss	$	(9,408)	$	(5,112)	$	(13,967)	$	(14,101)
Non-GAAP adjustments:
Amortization of intangible assets	2,078		2,086		4,156		4,232
Share-based compensation	4,227		3,938		8,350		6,313


Transaction-related costs (1)	—		—		—		785
Facility shutdown costs (2)	4,296		—		4,888		—
Other (3)	386		733		1,340		1,600
Tax adjustments related to non-GAAP adjustments (4)	(482)		174		229		278
Tax expense from valuation allowance (5)	—		—		337		—
Non-GAAP net income (loss)	$	1,097	$	1,819	$	5,333	$	(893)
U.S. GAAP diluted EPS	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Non-GAAP diluted EPS	$	0.03	$	0.05	$	0.16	$	(0.03)
Shares used to compute non-GAAP diluted EPS	34,278,380		34,043,870		34,215,118		31,779,521

(1)Represents transaction-related costs incurred in connection with our acquisitions pipeline.

(3)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

(4)Adjusts GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis.

(5)During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets from Scotland and Korea operations.


Liquidity and Capital Resources

The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements. Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions.

Material Cash Requirements

Our primary liquidity requirements arise from: (i) working capital requirements, including procurement of raw materials inventory for use in our factories and employee-related costs, (ii) business acquisitions, (iii) interest and principal payments under our credit facilities, (iv) research and development investments and capital expenditures, (v) payment of income taxes, and (vi) payments associated with our noncancellable leases and related occupancy costs. We have no significant long-term purchase commitments related to procuring raw materials inventory. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and are therefore subject to prevailing global macroeconomic conditions, such as interest rates, increased tariffs and retaliatory trade policies, geopolitical events, and financial, business, and other factors, some of which are beyond our control.

We believe that our cash and cash equivalents, the amounts available under our credit facilities, and our operating cash flow will be sufficient to fund our business and our current obligations for at least the next 12 months and beyond.

Sources and Conditions of Liquidity

Our ongoing sources of liquidity to fund our material cash requirements are primarily derived from: (i) sales to our customers and the related changes in our net operating assets and liabilities and (ii) proceeds from our credit facilities and equity offerings, when applicable.

Summary of Cash Flows

We ended the second quarter of 2025 with cash and cash equivalents of $92.2 million, a decrease of $16.4 million from the prior year ended December 27, 2024. The decrease was primarily due to capital expenditures of $25.8 million and net payments on credit facilities of $3.8 million, partially offset by net cash provided by operating activities of $11.5 million.

The following table sets forth a summary of operating, investing, and financing activities for the periods presented:


	Six Months Ended
	June 27, 2025		June 28, 2024
	(in thousands)
Cash provided by operating activities	$	11,469	$	22,296
Cash used in investing activities	(25,772)		(7,337)
Cash provided by (used in) financing activities	(2,142)		19,435
Net increase (decrease) in cash	$	(16,445)	$	34,394

Our cash provided by operating activities of $11.5 million for the six months ended June 27, 2025 consisted of net non-cash charges of $27.2 million, consisting primarily of depreciation and amortization of $16.1 million and share-based compensation expense of $8.4 million, partially offset by a net loss of $14.0 million and an increase in net operating assets and liabilities of $1.8 million.

The increase in our net operating assets and liabilities of $1.8 million for the six months ended June 27, 2025, was primarily due to an increase in inventory of $9.3 million and a decrease in other liabilities of $2.9 million, partially offset by a decrease in accounts receivable of $5.8 million and a decrease in prepaid expense and other assets of $4.8 million.

The decrease in cash provided by operating activities from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to unfavorable changes in working capital of $15.9 million, partially offset by an increase in net non-cash charges of $4.9 million and a decrease in net loss of $0.1 million.

Cash used in investing activities during the six months ended June 27, 2025 and June 28, 2024 consisted of capital expenditures.

Cash used in financing activities during the six months ended June 27, 2025 consisted of net payments on our credit facilities of $3.8 million, partially offset by net proceeds from share-based compensation activity of $1.6 million. The decrease in cash provided by financing activities from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to 2024 net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in the first quarter of 2024 in connection with an underwritten public offering, partially offset by the payoff of our revolving credit facility of $115 million in the first quarter of 2024.


Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are identified and described in our annual consolidated financial statements and the notes included in our 2024 Annual Report on Form 10‑K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please see our 2024 Annual Report on Form 10-K (Part II, Item 7A). There have been no material changes to this information.

ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the "certifying officers"), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act”)) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on the evaluation of our disclosure controls and procedures as required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act, our certifying officers concluded that our disclosure controls and procedures were effective as of June 27, 2025.


Inherent limitations on Effectiveness of Controls and Procedures

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. If we cannot provide reliable financial information, our business, operating results, and share price could be negatively impacted.


Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

At this time, neither we nor any of our subsidiaries is a party to, and none of our respective property is the subject of, any legal proceeding that, if determined adversely to us, would have a material adverse effect on us.

ITEM 1A. RISK FACTORS

This quarterly report should be read in conjunction with the risk factors included in our 2024 Annual Report on Form 10‑K. These risk factors do not identify all risks that we face – our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number						Description

10.1 *						Form of Performance Restricted Stock Unit Agreement Pursuant to the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan
10.2 *						Form of Restricted Stock Unit Agreement Pursuant to the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith.

**Furnished herewith and not filed.

SIGNATURES

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 thereunto duly authorized.


	ICHOR HOLDINGS, LTD.

Date: August 5, 2025	By:	/s/ Jeffrey S. Andreson
		Jeffrey S. Andreson
		Chief Executive Officer (Principal Executive Officer)

Date: August 5, 2025	By:	/s/ Greg Swyt
		Greg Swyt
		Chief Financial Officer (Principal Accounting and Financial Officer)

EX-10.1 2 ex-101_2025xprsuxagreement.htm FORM OF PRSU AGREEMENT Document

Exhibit 10.1

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

ICHOR HOLDINGS, LTD. 2025 OMNIBUS INCENTIVE PLAN

* * * * *

First Name:

Last Name:

Participant ID:

Grant Number:

Grant Date:

Nominal Shares Granted (100% Performance):

* * * * *

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and the Participant specified above, pursuant to the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Performance Restricted Stock Units (“PRSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Performance Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of PRSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Common Stock underlying the PRSUs, except as otherwise specifically provided for in the Plan or this Agreement.

Page 1 of 6

3. Vesting.

(a) Subject to the provisions of Section 3(b) hereof, the PRSUs subject to this Award are earned upon the achievement of performance goals, as detailed in Exhibit A to this Agreement, provided that the Participant has not incurred a Termination of Service prior to the vesting date. The metrics were approved by the Human Capital Committee (“HCC”) of the Board of Directors. The achievement of the performance goals shall be determined by the HCC in its sole discretion.

(b) Forfeiture. Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested PRSUs shall be immediately forfeited upon the Participant’s Termination of Service for any reason other than death.

(c) Accelerated Vesting. In the event of the Participant’s Termination of Service due to death, one hundred percent (100%) of any unvested PRSUs subject to this Award shall vest in full as of the date of such Termination of Service.

4. Delivery of Shares.

(a) General. Subject to the provisions of Section 4(b) hereof, within thirty (30) days following the vesting of the PRSUs, the Participant shall receive the number of Shares that correspond to the number of PRSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Shares to be issued within ten (10) days following the issuance of such Shares unless such Shares have been issued by the Company from the Company’s treasury.

(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) March 15th of the calendar year following the calendar year in which the PRSU vested.

5. Dividends; Rights as Stockholder. Cash dividends on Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each PRSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Shares and shall be held uninvested and without interest and paid in cash at the same time that the Shares underlying the PRSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each PRSU granted to the Participant, provided that such stock dividends shall be held unvested without interest or earnings and be paid in Shares at the same time that the Shares underlying the PRSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder of the Company with respect to any Shares covered by any PRSU unless and until the Participant has become the holder of record of such Shares.

6. Non-Transferability. No portion of the PRSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the PRSUs as provided herein, unless and until payment is made in respect of vested PRSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested Shares issuable hereunder.

Page 2 of 6

7. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or Shares otherwise deliverable to the Participant hereunder.

9. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.

10. Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10.

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register such Shares (or to file a “re-offer prospectus”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

11. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

Page 3 of 6

12. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

13. No Right to Employment. Any questions as to whether and when there has been a Termination of Service and the cause of such Termination of Service shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

14. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the PRSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15. Compliance with Laws. The grant of PRSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PRSUs or any Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the PRSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

16. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

17. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

20. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

Page 4 of 6

21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of PRSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the PRSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

22. Nonsolicitation. During the Participant’s employment or service with the Company and for a period of one year thereafter, the Participant agrees that the Participant shall not, except in the furtherance of the Participant’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any employee, representative or agent of the Company or any of its direct affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company, or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent. An employee, representative or agent shall be deemed covered by this Section 22 while so employed or retained and for a period of six (6) months thereafter.

23. Company Recoupment of Awards. The Participant’s rights with respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company recoupment or clawback policy or other agreement or arrangement with the Participant, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other Applicable Law. The Participant’s acceptance of this Award will constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any Company recoupment, clawback or similar policy that may apply to the Participant and this Award, whether adopted before or after the Effective Date or Grant Date (whether though clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance therewith) and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other similar action, and the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.

[Remainder of Page Intentionally Left Blank]

Page 5 of 6

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ICHOR HOLDINGS, LTD.

Name: Jeffrey Andreson

Title: Chief Executive Officer

PARTICIPANT

This Agreement to be fully executed upon grant acceptance in E-Trade.

First Name:

Last Name:

Page 6 of 6

EX-10.1 3 ex-102_2025xrsuxagreement.htm FORM OF RSU AGREEMENT Document

Exhibit 10.2

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

ICHOR HOLDINGS, LTD. 2025 OMNIBUS INCENTIVE PLAN

* * * * *

First Name:

Last Name:

Participant ID:

Grant Number:

Grant Date:

Shares Granted:

* * * * *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ichor Holdings, Ltd., a Cayman Islands exempted company (the “Company”), and the Participant specified above, pursuant to the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

2. Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

Page 1 of 7

Exhibit 10.2

3. Vesting.

Subject to the provisions of Section 3(b) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination of Service prior to each such vesting date:


Vesting Date			Shares

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.

(b) Forfeiture. Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination of Service for any reason other than death.

(c) Accelerated Vesting. In the event of the Participant’s Termination of Service due to death, one hundred percent (100%) of any unvested RSUs subject to this Award shall vest in full as of the date of such Termination of Service.

4. Delivery of Shares.

(a) General. Subject to the provisions of Section 4(b) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of Shares that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Shares to be issued within ten (10) days following the issuance of such Shares unless such Shares have been issued by the Company from the Company’s treasury.

Page 2 of 7

Exhibit 10.2

5. Dividends; Rights as Stockholder. Cash dividends on Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Shares and shall be held uninvested and without interest and paid in cash at the same time that the Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be held unvested without interest or earnings and be paid in Shares at the same time that the Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder of the Company with respect to any Shares covered by any RSU unless and until the Participant has become the holder of record of such Shares.

6. Non-Transferability. No portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until payment is made in respect of vested RSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested Shares issuable hereunder.

8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or Shares otherwise deliverable to the Participant hereunder.

Page 3 of 7

Exhibit 10.2

14. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15. Compliance with Laws. The grant of RSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

Page 4 of 7

Exhibit 10.2

17. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

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Exhibit 10.2

[Remainder of Page Intentionally Left Blank]

Page 6 of 7

Exhibit 10.2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ICHOR HOLDINGS, LTD.

Name: Jeffrey Andreson

Title: Chief Executive Officer

PARTICIPANT

This Agreement to be fully executed upon grant acceptance in E-Trade.

First Name:

Last Name:

Page 7 of 7

EX-31.1 4 ex-311_25q2.htm SECTION 302 CEO CERTIFICATION Document

Exhibit 31.1

CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey S. Andreson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ichor Holdings, Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 5, 2025	By:	/s/ Jeffrey S. Andreson
		Jeffrey S. Andreson
		Chief Executive Officer

EX-31.2 5 ex-312_25q2.htm SECTION 302 CFO CERTIFICATION Document

Exhibit 31.2

CFO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Greg Swyt, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ichor Holdings, Ltd.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 5, 2025	By:	/s/ Greg Swyt
		Greg Swyt
		Chief Financial Officer

EX-32.1 6 ex-321_25q2.htm SECTION 906 CEO CERTIFICATION Document

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ichor Holdings, Ltd. (the “Company”) on Form 10-Q for the period ending June 27, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, to my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: August 5, 2025	By:	/s/ Jeffrey S. Andreson
		Jeffrey S. Andreson
		Chief Executive Officer

EX-32.2 7 ex-322_25q2.htm SECTION 906 CFO CERTIFICATION Document

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: August 5, 2025	By:	/s/ Greg Swyt
		Greg Swyt
		Chief Financial Officer