What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 101 added, 146 removed, 770 unchanged (24% of the section changed)

5 unchanged sentences

Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures were effective as of December 27, 2024.

Management’s Report on Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act).

6 unchanged sentences

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 27, 2024.

Remediation of Prior Years' Material Weaknesses

As disclosed in Item 9A.

– Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022, we identified a material weakness related to ITGCs in the areas of user access and program change management over an information technology system (“IT System”) that supports our financial reporting process.

We did not have resources within the organization with sufficient levels of information technology knowledge and did not perform risk assessment surrounding the IT System to adequately understand how areas of user access and program change management function within the IT System in order to design and operate ITGCs sufficient to mitigate the identified risks.

As of December 29, 2023, management has completed the implementation of our remediation efforts of the material weakness described above.

During the fiscal year ended December 29, 2023, we implemented our material weakness remediation plan that included:

(i) modification of business and IT user roles to restrict system change access for key setup and configurations related to the operation of automated system controls;

(ii) implementation of a technology tool to approve, monitor and review changes by business users to certain setup and maintenance activities which can have a material impact on the operation of automated system controls;

and (iii) enhanced our internal control function with additional resources and developed and provided training for control owners and operators including the principles and requirements of the control activities.

During the fourth quarter of 2023, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.

As a result we have concluded the material weakness has been remediated as of December 29, 2023.

Our independent registered public accounting firm, KPMG, LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included in Item 8.

- Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 27, 2024 has been audited by KPMG LLP, an independent registered accounting firm, as stated in their attestation report which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

Other than the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter of December 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter ended December 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

4 unchanged sentences

OTHER INFORMATION

During the fourth quarter of 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).

During the fourth quarter of 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as such term is defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 29, 2023.

Code of Conduct

2 unchanged sentences

We intend to post on our investor relations website all disclosures that are required by law or NASDAQ listing rules regarding any amendment to, or a waiver of, any provision of the Code of Conduct for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

All other information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2025 Annual General Meeting of Shareholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 27, 2024.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this report:

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

(1) Financial Statements.

The following Consolidated Financial Statements are filed as part of this report under Item 8.

The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K under Item 8.

– Financial Statements and Supplementary Data .

8 unchanged sentences

(3) Exhibits.

Exhibits are listed on the Exhibit Index at the end of this report.

Exhibits are listed on the Exhibit Index at the end of this Annual Report on Form 10-K.

FORM 10-K SUMMARY

Not applicable.

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

48 unchanged sentences

The following are the primary procedures we performed to address the critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s excess and obsolete inventory process, including the determination of the assumptions used to predict future consumption of inventory.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s excess and obsolete inventory process, including controls over the determination of the assumptions used to estimate future consumption of inventory.

We evaluated whether historical consumption reasonably indicates future consumption by (1) examining historical write-down trends;

16 unchanged sentences

Operating lease right-of-use assets 44,461 36,611

Other noncurrent assets 11,912 12,926

Other non-current assets 15,182 11,912

Deferred tax assets, net 4,316 3,148

76 unchanged sentences

Share-based compensation expense — — 17,338 — — — 17,338

Net income — — — — — 72,804 72,804

Net loss — — — — — ( 42,985 ) ( 42,985 )

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 216,439 — 5,301 — — — 5,301

17 unchanged sentences

Amortization of debt issuance costs 465 465 465

Loss on extinguishment of debt — — 737

Gain on sale of asset disposal group — — ( 504 )

Other — — 484

Changes in operating assets and liabilities, net of acquisitions:

Changes in operating assets and liabilities:

Accounts receivable, net ( 19,898 ) 69,600 6,669

8 unchanged sentences

Cash paid for acquisitions, net of cash acquired — — 500

Purchase of marketable securities — — ( 115,197 )

Proceeds from maturities and sales of marketable securities — — 114,713

Proceeds from sale of property and equipment — — 504

Net cash used in investing activities ( 17,636 ) ( 15,496 ) ( 28,933 )

Cash flows from financing activities:

Issuance of ordinary shares, net of fees 136,738 — —

Issuance of ordinary shares under share-based compensation plans 7,800 7,521 3,768

Employees' taxes paid upon vesting of restricted share units ( 5,443 ) ( 3,672 ) ( 2,813 )

Debt issuance and modification costs — — ( 1,852 )

Borrowings on revolving credit facility — — 25,000

Repayments on revolving credit facility ( 115,000 ) ( 45,000 ) ( 10,000 )

Proceeds from term loan — — 94,175

Repayments on term loan ( 5,625 ) ( 7,500 ) ( 7,500 )

16 unchanged sentences

Ichor Holdings, Ltd.

and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures, and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets.

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.

and Subsidiaries (“we”, “us”, “our”, the “Company”) designs, develops, manufactures, and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets.

We also provide precision-machined components, weldments, electron beam and laser-welded components, precision vacuum and hydrogen brazing, and surface treatment technologies, and other proprietary products.

We are headquartered in Fremont, California and have operations in the United States, the United Kingdom, Singapore, Malaysia, Korea, and Mexico.

9 unchanged sentences

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

The years ended December 29, 2023, December 30, 2022, and December 31, 2021 were 52 weeks, 52 weeks, and 53 weeks, respectively.

The years ended December 27, 2024, December 29, 2023, and December 30, 2022 were each 52 weeks.

All references to 2024, 2023, and 2022 are references to the fiscal years then ended.

3 unchanged sentences

Actual results could differ from the estimates made by management.

Significant estimates include inventory valuation, uncertain tax positions, including valuation allowance on deferred tax assets, and impairment analyses for both definite‑lived intangible assets and goodwill.

Cash and Cash Equivalents and Marketable Securities

Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analyses for both definite‑lived intangible assets and goodwill.

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.

Marketable securities consist primarily of highly liquid investments with maturities of greater than 90 days when purchased.

We classify our marketable securities as available-for-sale and, accordingly, report them at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss).

Any unrealized losses which are considered to be other-than-temporary are recorded in other income (expense), net.

Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in other income (expense), net.

Available-for-sale investments are subject to a periodic impairment review.

If an available-for-sale debt security’s fair value is less than its amortized cost basis, then we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses.

Unrealized gains and losses not attributable to credit losses are included, net of tax, in accumulated other comprehensive income (loss).

We have not recorded an allowance for credit losses in 2023, 2022, or 2021.

Revenue Recognition

21 unchanged sentences

The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations.

We periodically enter into contractual arrangements with third parties that include indemnification obligations.

Under these agreements, we may be required to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third party claims.

These claims may arise from our breach of the agreement, our negligence or willful misconduct in connection with the agreement, or from any claims related to trade secret, copyright, patent, or other intellectual property infringement with respect to our products.

The maximum potential amount of future payments under these indemnification obligations is difficult to determine or reasonably estimate due to the varying terms of these obligations, the absence of a history of prior indemnification claims, the unique facts and circumstances surrounding each contractual arrangement, and the contingency of potential liabilities, which depend on events that are not reasonably determinable.

We do not expect the potential indemnification obligations to have a material adverse effect on our financial position or results of operations.

Concentrations

Financial instruments that subject us to concentration risk consist of accounts receivable, accounts payable, and long-term debt.

At December 29, 2023 and December 30, 2022, three customers represented, in the aggregate, approximately 63 % and 70 %, respectively, of the balance of accounts receivable.

At December 27, 2024 and December 29, 2023, four and three customers (with each single customer representing 10% or more of the balance of accounts receivable) represented, in the aggregate, approximately 77 % and 63 %, respectively, of the balance of accounts receivable.

We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information.

26 unchanged sentences

We estimate the recorded value of our financial assets and liabilities approximates fair value as of December 27, 2024 and December 29, 2023.

The carrying values of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short-term maturities.

The carrying value of amounts borrowed under our credit facilities approximate their fair values because the interest rates on these borrowings are floating.

We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows.

36 unchanged sentences

We have elected not to separate lease and non-lease components for any class of underlying asset.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable.

In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value.

If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group.

The projections are based on assumptions, judgments, and estimates of revenue growth rates for the related business;

anticipated future economic, regulatory, and political conditions;

the assignment of discount rates relative to risk;

and estimates of terminal values.

During 2023, 2022, and 2021, we did not identify any triggering events that would indicate impairment.

Intangible Assets

3 unchanged sentences

Developed technology 10 years

Impairment of Long-Lived Assets

Long-lived assets, which include property and equipment, ROU assets and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable.

In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value.

During 2024, 2023, and 2022, we did not identify any triggering events that would indicate impairment.

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

23 unchanged sentences

Accordingly, these transactions are not subject to material exchange rate fluctuations.

Accounting Pronouncements Recently Issued

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280).

Accounting Pronouncements Recently Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

1 unchanged sentence

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption p ermitted and requires retrospective application to all prior periods presented in the financial statements.

We adopted this standard in the fourth quarter of 2024 for the annual period ended December 27, 2024, and it did not have a material impact on our consolidated financial statements.

The standard is effective for our interim periods beginning in 2025.

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) .

4 unchanged sentences

We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

Note 2 – Acquisitions

IMG Companies, LLC

On November 19, 2021 we completed the acquisition, via merger, of IMG Companies, LLC and its subsidiaries (“IMG”), a California-based precision machining, specialty joining, and plating company for an aggregate purchase price of $ 269.5 million.

IMG provides us increased capacity and capabilities in our precision machining business and expands our served customer base with new component and service offerings.

The following table presents the purchase price allocation.

Cash acquired $ 1,234

Accounts receivable 8,559

Inventories 12,128

Prepaid expenses and other current assets 579

Property and equipment 33,067

Operating lease right-of-use assets 14,509

Intangible assets 65,000

Goodwill 160,515

Accounts payable ( 3,853 )

Accrued expenses ( 5,620 )

Other current liabilities ( 2,109 )

Lease liabilities ( 14,509 )

Total acquisition consideration $ 269,500

We allocated $ 62.4 million to IMG’s customer relationships and $ 2.6 million to IMG’s order backlog with weighted average amortization periods of 10 years and 6 months, respectively.

Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies.

In connection with the acquisition, we incurred transaction costs of $ 0.2 million and $ 4.4 million in 2022 and 2021, respectively.

The fair value adjustment to inventory as part of our purchase price allocation resulted in charges to cost of sales of $ 2.5 million and $ 1.4 million during 2022 and 2021, respectively.

Total acquisition consideration reflects a $ 0.5 million reduction for a working capital adjustment that was finalized in 2022, prior to the end of the measurement period.

Our consolidated statement of operations for 2021 includes approximately 6 weeks of operating activity of IMG, including sales of $ 7.3 million.

The following table is the unaudited pro forma consolidated results of operations.

Pro forma adjustments are primarily comprised of preliminary estimates of amortization expense related to acquired intangible assets, incremental interest expense from increased borrowings to fund the acquisition and the elimination of IMG’s historical interest expense, elimination of IMG’s non-recurring management expenses, elimination of a gain on forgiveness of debt, acquired inventory fair value charges, the related income tax effects, and other insignificant management adjustments.

The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future.

Net sales $ 1,156,619

Net income $ 74,531

Net income per share:

Diluted $ 2.57

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

32 unchanged sentences

Cloud Computing Implementation Costs

We capitalize implementation costs associated with hosting arrangement that are service contracts.

These costs are recorded to prepaid expenses or other noncurrent assets.

The Company incurs costs to implement cloud computing arrangements that are service contracts.

In accordance with ASC 350-40, Goodwill and other, Internal-Use Software , for cloud computing arrangements that meet the definition of a service contract, we capitalize qualifying implementation costs incurred during the application development stage which are recorded in other non-current assets.

To-date, these costs are those incurred to implement a new company-wide ERP system.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 8.1 million and $ 8.1 million as of December 29, 2023 and December 30, 2022, respectively, and is included in other assets on our consolidated balance sheets.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 11.2 million and $ 8.1 million as of December 27, 2024 and December 29, 2023, respectively, and is included in other non-current assets on our consolidated balance sheets.

The related amortization expense was $ 1.2 million, $ 1.1 million, and $ 0.9 million during 2024, 2023, and 2022, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations.

46 unchanged sentences

Future minimum lease payments under non-cancellable leases as of December 27, 2024 are as follows:

2025 $ 11,494

Thereafter 12,268

2 unchanged sentences

Total lease liabilities 45,683

Less current portion ( 11,494 )

Total lease Liabilities, less current portion $ 34,189

Note 6 – Income Taxes

5 unchanged sentences

Income (loss) before tax $ ( 18,054 ) $ ( 31,078 ) $ 75,330

Significant components of income tax expense (benefit) consist of the following:

Significant components of income tax expense consist of the following:

2024 December 29,

10 unchanged sentences

The reconciliation of income tax computed at the U.S.

federal statutory tax rates to income tax expense (benefit) consist of the following:

federal statutory tax rates to income tax expense consist of the following:

2024 December 29,

36 unchanged sentences

Net deferred tax asset $ 2,761 $ 1,979

At December 29, 2023, we had federal and state net operating loss carryforwards of $ 31.1 million, $ 25.1 million, respectively.

The federal net operating losses may be carried forward indefinitely to offset up to 80% of taxable income in any given year.

The state net operating loss carryforwards, if not utilized, will begin to expire in 2032.

At December 29, 2023, we had federal research and development credits of $ 1.7 million, which, if not utilized, will begin to expire in 2028.

At December 27, 2024, we had federal, state, and foreign net operating loss carryforwards ("NOLs") of $ 66.1 million, $ 42.4 million and $ 2.0 million, respectively.

The federal NOLs carry forward indefinitely.

The state and foreign NOLs, if not utilized, will begin to expire in 2028 and 2034, respectively.

At December 27, 2024, we had federal and state research and development credits of $ 2.5 million and $ 0.3 million, respectively, which, if not utilized, will begin to expire in 2042 and 2029, respectively.

At December 27, 2024, we had foreign tax credits of $ 2.1 million, which, if not utilized, will begin to expire in 2032.

Income tax expense for the current year differs from the statutory rate primarily as a result of the valuation allowance, impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises.

We have determined the amount of our valuation allowance of $ 11.1 million based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable.

As of December 29, 2023, we determined it is not more-likely-than-not that our U.S.

We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable.

As of December 27, 2024, we believe it is not more-likely-than-not that our U.S.

entities will generate sufficient taxable income to offset reversing deductible timing differences and to fully utilize carryforward tax attributes.

1 unchanged sentence

federal and state deferred tax assets, net of deferred tax liabilities related to indefinite-lived intangible assets for which no future realization can be expected.

In December 2017, the Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted.

The 2017 Tax Act included a number of changes including a provision that required capitalization and amortization of research and development costs beginning in 2022.

Prior to 2022 research and development costs could be either expensed or capitalized.

Beginning with the 2022 tax year, the research and development costs have been capitalized according to these provisions.

We were granted a tax holiday for our Singapore operations that is effective through 2026.

We were granted a tax holiday for our Singapore operations, which expires in 2026.

The net impact of the tax holiday in Singapore as compared to the Singapore statutory rate was a benefit of $ 7.1 million, $ 5.0 million, and $ 11.7 million during 2024, 2023, and 2022, respectively.

Our income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic 740‑270.

As of December 29, 2023, we have recognized $ 3.1 million of unrecognized tax benefits in other non-current liabilities in our consolidated balance sheet.

We recognize tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination.

As of December 27, 2024, we had reserves of $ 3.3 million related to these uncertain tax positions, which are included in the balance of other non-current liabilities on the accompanying consolidated balance sheet.

If recognized, $ 1.5 million of this amount would impact our effective tax rate.

We expect a decrease of $ 0.1 million to the total amount of unrecognized tax benefits within the next 12 months.

Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within our statements of operations in income tax expense.

During 2023, we recognized a net decrease of approximately $ 0.2 million in potential interest and penalties associated with uncertain tax positions in the statements of operations.

At December 29, 2023, other non-current liabilities on our balance sheet included approximately zero and $ 0.5 million of interest and penalties, respectively, associated with uncertain tax positions, which are excluded from the unrecognized tax benefits table below.

We expect a decrease to this reserve of $ 0.2 million over the next 12 months.

We recognize estimated accrued interest and penalties related to these unrecognized tax benefits in income tax expense.

In 2024, we recognized a net increase of $ 0.2 million in estimated interest and penalties.

At December 27, 2024, we had approximately zero and $ 0.6 million of accrued estimated interest and penalties, which are excluded from the unrecognized tax benefits table below.

The following table summarizes the activity related to our unrecognized tax benefits:

5 unchanged sentences

Decrease in tax positions related to lapse of statute of limitations ( 10 )

Decrease in tax positions related to settlements ( 916 )

Balance at December 29, 2023 3,157

1 unchanged sentence

Decrease in tax positions related to lapse of statute of limitations ( 336 )

Decrease in tax positions related to settlements ( 916 )

Balance at December 27, 2024 $ 3,256

8 unchanged sentences

However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward.

At December 29, 2023, we were not under examination by a tax authority.

As of December 27, 2024, we were under examination by the California tax authorities for fiscal years 2020-2022.

Note 7 – Employee Benefit Programs

16 unchanged sentences

The weighted average interest rate across our credit facilities was 7.31 %, 6.80 %, and 3.37 % during 2024, 2023, and 2022, respectively.

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying the agreement.

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying 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”).

4 unchanged sentences

1 and a maximum leverage ratio of 3.50 :

Interest is charged at either the Base Rate or the Bloomberg Short-Term Bank Yield Index (“BSBY”) Rate (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) the BSBY Rate plus 1.00 %.

The BSBY Rate is equal to BSBY for a particular tenor matching the respective interest period.

The applicable margin on Base Rate and BSBY Rate loans is 0.375 ‑ 1.375 % and 1.375 ‑ 2.375 % per annum, respectively, depending on our leverage ratio, which is based on trailing 12‑month EBITDA, as defined in our credit agreement.

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 ‑ 1.375 % and 1.375 ‑ 2.375 % per annum, respectively, depending on our leverage ratio, which is based on trailing 12‑month EBITDA, as defined in our credit agreement.

We are also charged a commitment fee of 0.175 - 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.

BSBY rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than 3 months.

At December 29, 2023, our credit facilities bore interest under the BSBY rate option of 7.58 %.

SOFR rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three months.

At December 27, 2024, our credit facilities bore interest under the SOFR option of 6.56 %.

Prior to September 30, 2024, the variable, or floating, portion of our borrowing rate was based on BSBY instead of SOFR.

Note 9 – Share-Based Compensation

23 unchanged sentences

Exercisable, December 27, 2024 365,085 $ 24.28 1.1 years $ 2,623

Fair value information for options granted and the intrinsic value of options exercised are as follows:

The intrinsic value of options exercised are as follows:

2024 December 29,

1 unchanged sentence

Total intrinsic value of options exercised $ 3,276 $ 3,041 $ 1,232

At December 29, 2023, total unrecognized share-based compensation expense relating to options was $ 0.1 million, with a weighted average remaining service period of 0.4 years.

At December 27, 2024, there was no unrecognized share-based compensation expense relating to options.

Restricted Share Units

6 unchanged sentences

The following table summarizes RSU activity:

Number of Restricted Share Units

Number of RSUs

condition Performance

27 unchanged sentences

We recognized $ 1.0 million, $ 0.9 million, and $ 1.0 million of share-based compensation expense associated with the 2017 ESPP during 2024, 2023, and 2022, respectively.

At December 29, 2023, there was no unrecognized share-based compensation expense.

At December 27, 2024, there was no unrecognized share-based compensation expense related to the 2017 ESPP.

Note 10 – Segment Information

Our Chief Operating Decision Maker, the Chief Executive Officer, reviews our results of operations on a consolidated level and executive staff is structured by function rather than by product category.

Additionally, key resources, decisions, and assessment of performance are analyzed at a company‑wide level.

Therefore, we operate in one operating segment.

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 reportable segment.

The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our chief operating decision maker (“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 and Malaysia, and to a lesser degree, Scotland, Korea, and Mexico.

3 unchanged sentences

2023 December 30,

United States of America $ 281,298 $ 572,129 $ 544,109

Singapore $ 353,219 $ 318,790 $ 460,569

United States of America 268,946 281,298 572,129

Europe 98,855 116,316 109,547

4 unchanged sentences

2023 December 30,

Applied Materials $ 295,082 $ 396,261 $ 352,077

Lam Research $ 319,099 $ 286,836 $ 616,391

Applied Materials $ 300,263 $ 295,082 $ 396,261

ASML (1) — $ 85,589 —

25 unchanged sentences

(Incorporated by reference to Exhibit 4.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).

10.1 Amended and Restated Credit Agreement, dated as of October 29, 2021, by and among Icicle Acquisition Holding B.V., Ichor Holdings, LLC, and Ichor Systems, Inc.

10.1 Second A mended and Restated Credit Agreement, dated as of October 29, 2021, by and among Icicle Acquisition Holding B.V., Ichor Holdings, LLC, and Ichor Systems, Inc.

as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on February 28, 2022).

10.2* First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2024, by and among Ichor Systems, Inc., as borrower representative, and Bank of America, N.A., as administrative agent.

10.3+ Ichor Holdings, Ltd.

11 unchanged sentences

and Philip Barros (Incorporated by reference to Exhibit 10.17 to Ichor Holdings, Ltd.’s Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 14, 2016).

10.8+ Select Severance Plan, dated as of March 6, 2019, by and among Ichor Holdings, Ltd.

and certain officers and directors party thereto (Incorporated by reference to Exhibit 10.9 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on March 8, 2019).

10.9+ Offer Letter, dated August 23, 2019, between Ichor Systems, Inc.

and Larry Sparks (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 9, 2019).

10.10* Amended and Restated S elect Severance Plan, dated as of November 22, 2024 , by and among Ichor Holdings, Ltd.

and certain officers and directors party thereto .

10.11+ Offer Letter, dated November 20, 2019, between Ichor Systems, Inc.

3 unchanged sentences

10.13+ Offer Letter, dated April 24, 2019, between Ichor Systems, Inc.

and Christopher Smith.

10.13+ Offer L etter, dated November 15, 2022, between Ichor Systems, Inc.

and Christopher Smith (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024) .

10.14+ Offer Letter, dated November 15, 2022, between Ichor Systems, Inc.

and Bruce Ragsdale (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on November 28, 2022).

1 unchanged sentence

and Gregory F.

Swyt ( I ncorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 10, 2023).

Swyt (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 10, 2023).

19.1* Ichor Holdings, Ltd.

Insider Trading Policy , date d November 9, 2021.

21.1* List of subsidiaries .

8 unchanged sentences

This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended.

97.1* Ichor Holdings, L td .

Clawback Policy .

97.1 Ichor Holdings, Ltd.

Clawback Polic y (Inc orporate d by reference to Exhibit 97.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Sec urities and Exchange Commission on February 23, 2024) .

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

34 unchanged sentences

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 9A. Controls and Procedures