What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-21 compared with 2024-02-23 · 80 added, 98 removed, 163 unchanged (52% of the section changed)

Unless expressly indicated or the context requires otherwise, the terms “Ichor,” “Company,” “we,” “us,” “our,” and similar terms in this report refer to Ichor Holdings, Ltd.

Unless expressly indicated or the context requires otherwise, the terms “Ichor,” “Company,” “we,” “us,” “our,” and similar terms in this Annual Report on Form 10-K refer to Ichor Holdings, Ltd.

and its consolidated subsidiaries.

We were originally incorporated as Celerity, Inc.

(“Celerity”) in 1999.

Ichor Holdings, Ltd., an exempt limited company incorporated in the Cayman Islands, was formed in March 2012.

We completed the initial public offering of our ordinary shares in December 2016.

We use a 52- or 53-week fiscal year ending on the last Friday in December.

The following table details our fiscal periods included elsewhere in this report.

The following table details our fiscal periods included elsewhere in this Annual Report on Form 10-K.

All references to 2024, 2023, and 2022, including the quarters thereto, relate to our fiscal periods as so detailed.

8 unchanged sentences

December 29, 2023 52

First Quarter April 1, 2022 13

Second Quarter July 1, 2022 13

First Quarter March 31, 2023 13

Second Quarter June 30, 2023 13

Third Quarter September 29, 2023 13

2 unchanged sentences

December 30, 2022 52

First Quarter March 26, 2021 13

Second Quarter June 25, 2021 13

First Quarter April 1, 2022 13

Second Quarter July 1, 2022 13

Third Quarter September 30, 2022 13

5 unchanged sentences

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.

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.

3 unchanged sentences

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 has allowed OEMs to leverage suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes.

We believe that this outsourcing trend has enabled OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.

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, providing growth opportunities for specialized subsystems suppliers like us.

Our goal is to be a leading supplier of fluid delivery subsystems and components to OEMs engaged in manufacturing capital equipment to produce semiconductors and to leverage our technology and products to expand the share of our addressable markets.

To achieve this goal, we engage with our customers early in their design and development processes and utilize our deep engineering resources and operating expertise, as well as our expanded product portfolio, to jointly create innovative and advanced solutions that meet the current and future needs of our customers.

We employ this approach with three of the largest manufacturers of semiconductor capital equipment in the world.

We believe this approach enables us to design products that meet the precise specifications our customers demand, allows us to often be the sole supplier of these subsystems during the initial production ramp, and positions us to be the preferred supplier for the full five-to ten-year lifespan of the process tool.

To achieve this goal, we engage with our customers early in their design and development processes and utilize our deep engineering resources and operating expertise, as well as our expanded product portfolio, to jointly create innovative and advanced solutions that are designed to meet the current and future needs of our customers.

We believe this approach enables us to design products that meet the precise specifications our customers demand, allows us to be the sole supplier of these subsystems during the initial production ramp, and positions us to be the preferred supplier for the full lifespan of the process tool.

The broad technical expertise of our engineering team, coupled with our early customer engagement approach, enables us to offer innovative and reliable solutions to complex fluid delivery challenges.

With over two decades of experience developing complex fluid delivery subsystems and meeting the constantly changing production requirements of leading semiconductor OEMs, we have developed expertise in fluid delivery that we offer to our OEM customers.

In addition, our capital efficient model provides us the flexibility to fulfill increased demand and meet changing customer requirements with relatively low levels of capital expenditures.

With an aim to provide superior customer service, we have a global footprint with many facilities strategically located in close proximity to our customers.

We have long standing relationships with top tier OEM customers, including Applied Materials, Lam Research, and ASML, which were our three largest customers by sales in 2023.

We have long standing relationships with top tier OEM customers, including Lam Research, Applied Materials, and ASML which were our largest customers by sales in 2024.

We generated revenue of $849.0 million, $811.1 million, and $1,280.1 million in 2024, 2023, and 2022, respectively.

We generated net income (loss) of $(43.0) million, $72.8 million, and $70.9 million, calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in 2023, 2022, and 2021, respectively, and $12.3 million, $104.9 million, and $97.7 million on a non-GAAP basis, respectively.

We generated net income (loss) of $(20.8) million, $(43.0) million, and $72.8 million, calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in 2024, 2023, and 2022, respectively, and $5.9 million, $12.3 million, and $104.9 million on a non-GAAP basis in 2024, 2023, and 2022, respectively.

– Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Results for a discussion of non-GAAP net income, an accompanying presentation of the most directly comparable financial measure, GAAP net income, and a reconciliation of the differences between non-GAAP net income and GAAP net income.

3 unchanged sentences

We believe that our engineering team, comprised of chemical, mechanical, electrical, software, and systems engineers, has positioned us to expand the scope of our solutions, provide innovative products and subsystems, and strengthen our incumbent position at our OEM customers.

Our engineering team acts as an extension of our customers’ product development teams, providing our customers with technical expertise that is outside of their core competencies.

Our engineering team works with our customers’ product development teams, providing our customers with technical expertise in fluid delivery system design.

Early Engagement with Customers on Product Development

4 unchanged sentences

Long History and Strong Relationships with Top Tier Customers

We have established deep relationships with top tier OEMs, including Applied Materials, Lam Research, and ASML.

We have established deep relationships with top tier OEMs, including Lam Research, Applied Materials, and ASML.

Our customers are global leaders by sales in the semiconductor capital equipment industry.

1 unchanged sentence

We leverage our deep-rooted existing customer relationships with these market leaders to penetrate new business opportunities created through industry consolidation.

Our close collaboration with them has contributed to our established market position and several key supplier awards.

Our close collaboration with our global customers has contributed to our established market position and several key supplier awards.

Operational Excellence with Scale to Support the Largest Customers

2 unchanged sentences

We will continue to add capacity as needed to support future growth.

In addition to providing high quality and reliable fluid delivery subsystems, one of our principal strategies is delivering the lead-times that provide our customers the required flexibility needed in their production processes.

In addition to providing high quality and reliable fluid delivery subsystems and components, one of our principal strategies is delivering the lead-times that provide our customers with the required flexibility needed in their production processes.

We have accomplished this by investing in manufacturing systems and processes and an efficient supply chain.

Our focus on operational efficiency and flexibility allows us to reduce manufacturing cycle times in order to respond quickly to customer requests, and lead-times that are often less than four weeks.

Our focus on operational efficiency and flexibility allows us to reduce manufacturing cycle times in order to respond quickly to customer requests.

Capital Efficient and Scalable Business Model

Our business requires modest levels of capital investments to support production capacity and new product development and can fluctuate over time depending on business outlook, new product strategy, and timing of introductions.

Our business requires modest levels of capital investments to support production capacity and new product development.

The amount of necessary investment fluctuates over time depending on business outlook, new product strategy, and timing of introductions.

In 2024, 2023, and 2022, our total capital expenditures were $17.6 million, $15.5 million, and $29.4 million, respectively, representing 2.1%, 1.9%, and 2.3%, of sales, respectively.

The semiconductor capital equipment market has historically been cyclical.

We have structured our business to minimize fixed manufacturing overhead and operating expenses to enable us to grow net income at a higher rate than sales during periods of growth.

Conversely, our low fixed cost approach allows us to minimize the impact of cyclical downturns on our net income but results in a lower level of gross margin leverage or improvement as a percentage of sales in times of increased demand.

We have structured our business to reduce fixed manufacturing overhead and operating expenses to enable us to grow net income at a higher rate than sales during periods of growth.

Our Growth Strategy

7 unchanged sentences

We believe that our early collaborative approach with customers positions us to deliver innovative and dynamic solutions, offer timely deployment and meet competitive cost targets, further increasing our market share.

Through our acquisition of IMG Companies, LLC, a precision machining and specialty component manufacturing company (together with its subsidiaries, “IMG”), in November 2021, our acquisition of a precision machining operation in December 2020, an intellectual property purchase of developed flow controller technology in 2019, and our acquisitions of a weldment company and a precision machining company in 2017, we significantly expanded our product offerings within our served customer base, including entering the market for chemical delivery subsystems for wet process tools where we had only limited engagement in the past.

Grow Our Total Available Market and Share of the Market with Expanded Product Offerings

We continue to work with our existing core customers on additional opportunities, including machined components, chemical delivery, and proprietary products as a few of our important potential growth areas.

We continue to work with our existing customer base on additional opportunities, including machined products, proprietary components, and chemical delivery systems and components as a few of our important potential growth areas.

Our internally developed proprietary components can be integrated into our existing fluid delivery systems as well as our next generation gas panel.

We believe that the industries we serve have a growing need for the unique expertise we offer in precision machining, fluid mechanics, controls, and the component needed for next generation processes.

For example, as semiconductor devices become more complex, atomic layer deposition (“ALD”), etch, and chemical vaper deposition (“CVD”) require more precise gas control, with faster response times, tighter repeatability, and cleaner, more corrosion-resistant systems.

For example, as semiconductor devices become more complex, atomic layer deposition (“ALD”), etch, and chemical vapor deposition (“CVD”) require more precise gas control, with faster response times, tighter repeatability, and cleaner, more corrosion-resistant systems.

By leveraging our existing customer relationships and strong history of solving these challenges, we believe this will grow market share.

We have significantly expanded our served customer base with expanded product offerings as a result of our opportunistic acquisitions.

These acquisitions have enabled us to manufacture and assemble the complex plastic and metal products and precision machined components for the semiconductor equipment market, including at our existing customer base, as well as for the medical device, and general-industrial industries, while providing us exposure to and growth opportunities in the Korean and Japanese semiconductor capital equipment market.

Through our acquisition of IMG in November 2021, we have opened up adjacent opportunities within semiconductor capital equipment, including large format machining, hydrogen brazing, and e‑beam and laser welding.

Additionally, our acquisition of IMG gave us entrance into new sectors, including medical, aerospace, defense, and scientific research, which require our critical machining and joining expertise.

We have expanded our served customer base with expanded product offerings through both internal development and opportunistic acquisitions.

This has enabled us to manufacture and assemble the complex products and precision machined components for the semiconductor equipment market, including at our existing customer base, as well as for the commercial space, aerospace, defense, medical device, and general-industrial industries.

Expand Our Total Customer Base within Fluid Delivery Market

We have expanded our customer base and are currently a supplier of gas delivery systems for a leading lithography system manufacturer, a leading ALD system manufacturer, and Korean process tool OEMs.

Our acquisition of IMG further expands our total customer base with new customers in medical, aerospace, and defense sectors.

We continue to actively engage with new customers that are considering outsourcing their gas and chemical delivery needs as well as expanding our components business.

We have expanded our customer base to include a leading lithography system manufacturer and a leading ALD system manufacturer.

We continue to actively engage with new customers that are considering outsourcing their gas and chemical delivery needs and we continue to expand our components business.

Our acquisition of IMG Companies, LLC and its subsidiaries (“IMG”) in November 2021 further expanded our total customer base with new customers in the medical, aerospace, and defense sectors.

Continue to Improve Our Manufacturing Process Efficiency

We continually strive to improve our processes to reduce our manufacturing process cycle time, improve our ability to respond to short lead-time and last-minute configuration changes, reduce our manufacturing costs, and improve our inventory efficiency requirements in order to improve profitability and make our product offerings more attractive to new and existing customers.

We continually strive to improve our processes to reduce our manufacturing process cycle time, increase our ability to respond to short lead-time and last-minute configuration changes, reduce our manufacturing costs, and improve our inventory efficiency requirements in order to improve profitability and make our product offerings more attractive to new and existing customers.

Our Products and Services

We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems.

We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components.

Our product and service offerings are classified in the following categories:

10 unchanged sentences

We have developed both automated and manual welding processes to support world class workmanship on all types of metals needed to support fluid delivery within the semiconductor market.

The welded assemblies are used in both wet and dry processes, non-semi applications including aerospace and defense, medical, and general industrial markets.

The welded assemblies are used in both wet and dry processes, as well as non-semiconductor applications including in the aerospace, commercial space, defense, medical device, and general industrial markets.

We offer a wide range of specialty joining technologies including orbital, tungsten inert gas, e‑beam, and laser welding, as well as hydrogen and vacuum brazing.

3 unchanged sentences

Our precision machined products can be used in both wet and dry applications and include both small- and large‑format machining applications.

Machined components are also provided to other critical non‑semiconductor markets, including aerospace and medical.

We were originally incorporated as Celerity, Inc.

(“Celerity”) in 1999.

Our business of designing and manufacturing critical systems for semiconductor capital equipment manufacturers operated as a standalone business until 2009 when Celerity sold the business to a private equity fund.

Francisco Partners acquired the business in December 2011.

Ichor Holdings, Ltd., an exempt company incorporated in the Cayman Islands, was formed in March 2012 to serve as the parent company as part of a restructuring to accommodate the expansion of our business in Singapore and Malaysia.

We completed the initial public offering of our ordinary shares in December 2016.

We have grown through opportunistic acquisitions, which include:

• In April 2012, we acquired Semi Scenic UK Limited to provide refurbishment services for legacy tools.

• In April 2016, we purchased Ajax-United Patterns & Molds, Inc.

for $17.6 million to add chemical delivery subsystem capabilities with existing customers.

• In July 2017 we acquired Cal‑Weld, Inc.

for $56.2 million to add to our gas delivery subsystem and weldment capabilities.

• In December 2017 we acquired Talon Innovations Corporation for $137.8 million to add to our gas delivery subsystem, precision machining, and component manufacturing capabilities.

• In April 2018, we acquired IAN Engineering Co., Ltd.

for $6.5 million to provide us exposure to and growth opportunities in the Korean semiconductor capital equipment market.

• In December 2020, we acquired certain operating assets and assumed the operations of a business in Nogales, Mexico for $5.0 million to increase our precision machined component manufacturing capacity.

• In November 2021, we acquired IMG for approximately $270.0 million to increase our precision machining capacity and capabilities with existing customers, as well as increase our served customer base.

We intend to continue to evaluate opportunistic acquisitions to supplement our organic growth.

Machined components are also provided to other critical non‑semiconductor markets, including aerospace and medical device.

Customers, Sales, and Marketing

We primarily market and sell our products directly to equipment OEMs in the semiconductor equipment market.

In Japan, we utilize a value-added reseller to market and sell our chemical delivery system.

We are dependent upon a small number of customers, as the semiconductor equipment manufacturer market is highly concentrated with five companies accounting for over 70% of all process tool revenues.

For 2023, our three largest customers were Applied Materials, Lam Research, and ASML which accounted for a combined 82% of sales, respectively.

For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 73% of total sales.

We do not have long-term contracts that require customers to place orders with us in fixed or minimum volumes, and we generally operate on a purchase order basis with customers.

12 unchanged sentences

Manufacturing

We are ISO 9001 certified or compliant at our manufacturing locations, and our manufactured subsystems and modules adhere to strict design tolerances and specifications.

We operate Class 100 and Class 10,000 clean room facilities for customer-specified testing, assembly, and integration of high-purity gas and chemical delivery systems at our locations in Singapore, Oregon, Texas, and Korea.

We are ISO 9001 certified or compliant at our manufacturing locations, and our manufactured subsystems and modules strive to adhere to strict design tolerances and specifications.

We operate clean rooms at our facilities in Singapore, Oregon, Texas, and Korea that meet Class 100 and Class 10,000 standards for customer-specified testing, assembly, and integration of high-purity gas and chemical delivery systems at our locations.

We operate additional facilities in Malaysia, Oregon, Texas, and California for weldments and related components used in our gas delivery subsystems, and we operate facilities in Oregon and Malaysia for critical components used in our chemical delivery subsystems.

We operate facilities in California, Minnesota, and Mexico for precision machining of components for sale to our customers and internal use, as well as specialty joining and plating technologies.

Many of our facilities are located in close proximity to our largest customers to allow us to collaborate with them on a regular basis and to enable us to deliver our products on a just-in-time basis, regardless of order size or the degree of changes in the applicable configuration or specifications.

Many of our facilities are located in close proximity to our largest customers to allow us to collaborate with them on a regular basis and to aid us in delivering our products on a just-in-time basis, regardless of order size or the degree of changes in the applicable configuration or specifications.

We qualify and test key components that are integrated into our subsystems and test our fluid delivery subsystems during the design process and again prior to shipping.

5 unchanged sentences

We obtain components and materials from a large number of sources, including single source and sole source suppliers.

We use supplier-consigned material and just-in-time stocking programs for a portion of our inventories to better manage our component inventories and better respond to changing customer requirements.

We use supplier-consigned material and just-in-time stocking programs for a portion of our inventories to effectively manage our component inventories and better respond to changing customer requirements.

These approaches are designed to reduce our inventory levels and maintain flexibility in responding to changes in product demand.

5 unchanged sentences

We have built a team of fluid delivery experts.

As of December 29, 2023, our engineering team consisted of approximately 140 engineers and designers with chemical, mechanical, electrical, software, and systems expertise.

Our engineering team consists of engineers and designers with chemical, mechanical, electrical, software, systems, and manufacturing-engineering expertise.

Our engineers are closely connected with our customers and typically work at our customers’ sites and operate as an extension of our customers’ design team.

5 unchanged sentences

Our analytical and testing capabilities enable us to evaluate multiple supplier component technologies and provide customers with a wide range of appropriate component and design choices for their gas and chemical delivery systems and other critical subsystems.

Our analytical and testing capabilities also help us anticipate technological changes and the requirements in component features for next-generation gas delivery systems and other critical subsystems.

The markets for our products are very competitive.

These capabilities also help us anticipate technological changes and the requirements in component features for next-generation gas delivery systems and other critical subsystems.

The market for our products is very competitive.

When we compete for new business, we face competition from other suppliers of gas or chemical delivery subsystems, and in some cases with the internal manufacturing groups of OEMs.

While many OEMs have outsourced the design and manufacturing of their gas and chemical delivery systems, we would face additional competition if in the future these OEMs elected to develop and build these systems internally.

The fluid delivery subsystem market is concentrated, and we face competition, for example, from Ultra Clean Technology, with additional competition from other regional suppliers.

The fluid delivery subsystem market is concentrated, and we face competition from Ultra Clean Technology, with additional competition from other suppliers.

The chemical delivery subsystem, weldments, and precision machining industries are fragmented, and we face competition from numerous smaller suppliers.

14 unchanged sentences

We also rely on a combination of trade secrets and confidentiality provisions, and to a much lesser extent, copyrights and trademarks, to protect our proprietary rights.

We have historically focused our patent protection efforts in the United States.

As of December 29, 2023, we had 74 granted patents and 85 pending patent applications, of which 36 and 27 were U.S.

patents, respectively.

As of December 27, 2024, we had 81 granted patents and 95 pending patent applications, of which 38 and 27, respectively, were filed in the U.S.

The expiration dates of our granted patents range from 2027 to 2042.

While we consider our patents to be valuable assets, we do not believe the success of our business or our overall operations are dependent upon any single patent or group of related patents.

5 unchanged sentences

Human Capital Resources

As a globally successful company, we believe that we must be a good corporate citizen and socially responsible, while providing a safe and rewarding environment for our employees, who are our greatest strength.

All employees of Ichor are committed to a set of core values that define company culture, represent what we believe, and guide our actions.

We recognize and value each person’s diverse background and unique skill set and seek to foster an environment that encourages personal growth and professional development.

We are committed to enhancing diversity, inclusion, and equity through specific policies, practices, employee and manager training, and dedicated executive leadership.

Below are details demonstrating our commitment in this area.

As of December 29, 2023, we had approximately 1,690 full‑time employees and 555 contract or temporary workers, which allow flexibility as business conditions and geographic demand change.

Of our total workforce, approximately 140 are engineers, 110 are engaged in sales and marketing, 1,770 are engaged in manufacturing, and 225 perform executive and administrative functions.

As a global industry leader, we recognize that our success is driven by the talent, dedication, and well-being of our employees.

We are committed to being responsible corporate citizens, fostering a workplace that is safe, inclusive, and rewarding.

Our employees are the foundation of our company, and our core values of innovation , collaboration , honesty , operational excellence , and reliability define our culture, shape our decisions, and guide our actions.

We embrace diverse backgrounds and perspectives, fostering an environment that supports continuous personal and professional growth.

Below, we outline key initiatives that reflect our dedication to sound human capital management practices.

As of December 27, 2024, we employed approximately 1,820 full‑time employees and 560 contingent/temporary workers.

Our workforce strategy is designed to balance flexibility with stability, allowing us to adapt to evolving business needs and geographic demand.

Total Rewards

As part of our total rewards philosophy, we believe in offering market-competitive compensation and benefits programs for our employees to attract, engage, and retain a talented and productive workforce.

Our programs are designed to be externally competitive, internally fair and equitable, and our pay-for-performance philosophy aims to reward each individual for their contributions while striving for equal pay for work regardless of gender, race, or ethnicity.

We offer a combination of fixed and variable pay, which can vary by business and function.

For our leadership and key talent, we provide equity based long-term compensation to create retention and incentive towards our strategic goals and objectives.

We provide benefits that are locally competitive, including retirement and savings plans with company contributions, health and welfare plans aimed to provide protection for employees, and in some instances, protection for employees’ families, and we provide a discounted employee stock purchase plan.

We invest in wellness programs to promote physical, emotional, and financial well-being.

In 2023, we continued our employee cash spot bonus and continuous improvement programs, which recognize employee contributions to our business.

We are committed to attracting, engaging, and retaining top talent by offering competitive and equitable compensation and benefits.

Our pay-for-performance philosophy aims to ensure that employees are recognized and rewarded based on their contributions, while also upholding our commitment to pay equity across gender, race, and ethnicity.

Our compensation structure includes a mix of fixed and variable pay, tailored to business and functional needs.

For key leaders and high-potential employees, we provide equity-based long-term incentives aligned with our strategic objectives.

Our benefits portfolio includes locally competitive health and wellness programs, retirement savings plans with company contributions, and a discounted employee stock purchase plan.

We also invest in holistic well-being initiatives that support employees’ physical, emotional, and financial health.

In 2024, we continued our employee cash spot bonus and continuous improvement programs to recognize and reward outstanding contributions.

Learning and Development

We support our employees in their career development by providing a multi-dimensional approach to learning and development, including internal and external opportunities for professional development.

This includes tuition reimbursement, online training, on the job training, diversity and inclusion training, and managerial coaching and training.

We actively invest in leadership development, cultivating involvement, engagement, and empowerment of our future leaders in an active investment in succession planning and development.

We also believe that maintaining an effective employee review and appraisal process, with regular managerial feedback and coaching, is critical to cultivating a learning organization.

In addition, we support employee resource groups to increase employee engagement and to grow and foster talent.

We believe in empowering our employees through continuous learning and career development.

Our multi-faceted approach includes tuition reimbursement, digital learning platforms, on-the-job training, and leadership development programs.

We invest in preparing the next generation of leaders.

Our structured performance management framework, which is comprised of goal-setting, quarterly check-ins, and annual evaluations, ensures ongoing growth and alignment with business objectives.

In addition, we support employee resource groups that foster connection, inclusion, and a sense of belonging.

Health and Safety

We are committed to monitoring and maintaining a healthy and safe environment for our employees.

We facilitate “skip level” sessions, annually survey employees and use other communication forums to allow employees to express their opinions, concerns, and suggestions to management.

We maintain a professional human resources department and provide a whistleblower hotline for communicating concerns, including those involving health and safety.

We take necessary steps to ensure the health and safety of our employees and extended communities by following regulatory guidelines from around the world.

We promote having our workforce physically co-located at our facilities to support collaboration, which is a company core value.

When necessary, we support remote and hybrid working options for certain office staff.

Providing a safe and engaging work environment is a top priority.

Our manufacturing sites implement a “Caught You Safe” program to reinforce a culture of safety.

We actively seek employee feedback through annual engagement surveys, skip-level meetings, and open communication forums.

Our professional human resources team ensures employees have access to guidance and support, including a confidential whistleblower hotline for reporting concerns.

In alignment with global regulatory standards, we implement best practices to safeguard the health and well-being of our workforce and communities.

Through these initiatives, we remain committed to fostering a high-performing, inclusive, and resilient workforce that drives our company’s long-term success.

Environmental, Health, and Safety Regulations

Our operations and facilities are subject to federal, state, and local regulatory requirements and foreign laws and regulations relating to environmental, waste management, and health and safety matters, including those relating to the release, use, storage, treatment, transportation, discharge, disposal, and remediation of contaminants, hazardous substances, and wastes, as well as practices and procedures applicable to the construction and operation of our facilities.

We believe that our business is operated in substantial compliance with applicable regulations.

Our operations and facilities are subject to a variety of federal, state, and local regulatory requirements and laws, as well as foreign laws and regulations.

These laws and regulations include regulations related to employment, tax, product, anti-bribery, environmental, waste management, and health and safety matters, including those relating to the release, use, storage, treatment, transportation, discharge, disposal, and remediation of contaminants, hazardous substances, and wastes, as well as practices and procedures applicable to the construction and operation of our facilities.

We believe that our business is operated in substantial compliance with applicable laws and regulations.

In 2024, compliance with the governmental regulations applicable to us, including environmental regulations, did not have a material effect on our capital expenditures, earnings, or competitive position.

However, in the future we could incur substantial costs, including cleanup costs, fines or civil or criminal sanctions, or third-party property damage, or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities.

Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future.

We are not aware of any threatened or pending environmental investigations, lawsuits, or claims involving us, our operations, or our current or former facilities.

We are not aware of any threatened or pending environmental investigations, lawsuits, or claims involving us, our operations, or our current or former facilities, nor do we expect to incur material capital expenditures related to compliance with regulations during 2025.

Available Information

3 unchanged sentences

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file documents electronically with the SEC at sec.gov .

The contents of these websites, or the information connected to those websites, are not incorporated into this report.

References to websites in this report are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website.

The contents of these websites, or the information connected to those websites, are not incorporated into this Annual Report on Form 10-K.

References to websites in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business