What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-05 · 116 added, 78 removed, 370 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 26,

2025 December 27,

43 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Net sales $ 239,296 $ 211,139 $ 724,046 $ 615,749

22 unchanged sentences

(in thousands, except share amounts)

For the three months ending June 27, 2025 Ordinary Shares Additional

Capital Treasury

Shares Retained

For the nine months ending September 26, 2025 Ordinary Shares Additional

Capital Treasury Shares Retained

Earnings Total

1 unchanged sentence

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, net of transaction costs — — — — — — —

Ordinary shares issued from exercise of stock options 137,080 — 3,404 — — — 3,404

Ordinary shares issued from vesting of restricted share units 77,518 — ( 2,013 ) — — — ( 2,013 )

Ordinary shares issued from employee share purchase plan 39,064 — 1,070 — — — 1,070

Share-based compensation expense — — 4,123 — — — 4,123

Net loss — — — — — ( 4,559 ) ( 4,559 )

Balance at March 28, 2025 34,113,204 3 612,644 4,437,439 ( 91,578 ) 179,292 700,361

Ordinary shares issued, net of transaction costs — — — — — — —

Ordinary shares issued from exercise of stock options — — — — — — —

4 unchanged sentences

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

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

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, net of transaction costs — — — — — — —

Ordinary shares issued from exercise of stock options — — — — — — —

3 unchanged sentences

Net loss — — — — — ( 22,853 ) ( 22,853 )

Balance at June 27, 2025 34,243,283 $ 3 $ 615,838 4,437,439 $ ( 91,578 ) $ 169,884 $ 694,147

Balance at September 26, 2025 34,377,891 $ 3 $ 620,721 4,437,439 $ ( 91,578 ) $ 147,031 $ 676,177

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

2 unchanged sentences

(in thousands, except share amounts)

For the three months ending June 28, 2024 Ordinary Shares Additional

Capital Treasury

Shares Retained

For the nine months ending September 27, 2024 Ordinary Shares Additional

Capital Treasury Shares Retained

Earnings Total

1 unchanged sentence

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 110,950 — 2,753 — — — 2,753

Ordinary shares issued from vesting of restricted share units 52,111 — ( 1,343 ) — — — ( 1,343 )

Ordinary shares issued from employee share purchase plan 36,053 — 1,021 — — — 1,021

Share-based compensation expense — — 2,375 — — — 2,375

Net loss — — — — — ( 8,989 ) ( 8,989 )

Balance at March 29, 2024 33,467,846 3 593,125 4,437,439 ( 91,578 ) 195,682 697,232

6 unchanged sentences

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

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

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 — — — — — — —

4 unchanged sentences

Net loss — — — — — ( 2,776 ) ( 2,776 )

Balance at June 28, 2024 33,629,331 $ 3 $ 595,881 4,437,439 $ ( 91,578 ) $ 190,570 $ 694,876

Balance at September 27, 2024 33,724,917 $ 3 $ 601,056 4,437,439 $ ( 91,578 ) $ 187,794 $ 697,275

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

2 unchanged sentences

(in thousands)

Six Months Ended

2025 June 28,

Nine Months Ended

September 26,

2025 September 27,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 23,461 22,768

Impairment of inventory 16,713 —

Share-based compensation 12,571 10,985

1 unchanged sentence

Deferred income taxes 2,200 ( 218 )

Loss on disposal of equipment 475 —

Amortization of debt issuance costs 349 349

Loss on extinguishment of debt 169 —

Changes in operating assets and liabilities, net of acquisitions:

13 unchanged sentences

Employees' taxes paid upon vesting of restricted share units ( 3,647 ) ( 4,225 )

Debt issuance and modification costs ( 1,215 ) —

Repayments on revolving credit facility — ( 115,000 )

Proceeds from term loan 57,003 —

Repayments on term loan ( 61,378 ) ( 3,750 )

24 unchanged sentences

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 .

The three-month periods ended September 26, 2025 and September 27, 2024 are each 13 weeks.

References to the third quarter of 2025 and 2024 relate to the three-month periods then ended, respectively .

Use of Estimates

8 unchanged sentences

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.

For the three and nine months ended September 26, 2025, this change in estimate reduced Operating loss and Net loss by approximately $ 1.0 million and $ 2.0 million and Net loss per share by $ 0.03 and $ 0.06 , respectively.

Cash and Cash Equivalents

37 unchanged sentences

Inventories consist of the following:

September 26,

2025 December 27,

3 unchanged sentences

Excess and obsolete adjustment ( 36,107 ) ( 36,393 )

Impairment of inventory ( 16,713 ) —

Total inventories $ 241,680 $ 250,102

1 unchanged sentence

Property and equipment consist of the following:

September 26,

2025 December 27,

8 unchanged sentences

Total property and equipment, net $ 110,373 $ 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.

Depreciation expense was $ 4.9 million and $ 5.2 million for the third quarter of 2025 and 2024, respectively.

Depreciation expense was $ 15.9 million and $ 15.6 million for the nine months ended September 26, 2025 and September 27, 2024, respectively.

Cloud Computing Implementation Costs

2 unchanged sentences

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.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 12.9 million and $ 11.2 million as of September 26, 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 third quarter of 2025 and 2024, respectively, and $ 1.3 million and $ 0.8 million for the nine months ended September 26, 2025 and September 27, 2024, respectively.

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

June 27, 2025

September 26, 2025

Gross value Accumulated

22 unchanged sentences

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.

During the three and nine months ended September 26, 2025, we recorded $ 0.4 million and $ 1.7 million, respectively, in non-cash impairment charges from the abandonment of ROU lease assets in connection with our exit from our Scotland operations and our Consolidation Restructuring Plan (see Note 12).

The impairment charges are 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

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Operating lease cost $ 2,796 $ 2,603 $ 8,426 $ 7,587

Supplemental cash flow information related to leases is as follows:

Six Months Ended

2025 June 28,

Nine Months Ended

September 26,

2025 September 27,

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

Supplemental balance sheet information related to leases is as follows:

September 26,

2025 December 27,

1 unchanged sentence

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:

Future minimum lease payments under non-cancelable leases are as follows as of September 26, 2025:

2025, remaining $ 2,706

9 unchanged sentences

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.

There was no material change to our effective income tax rate as a result of these changes for the period ending September 26, 2025.

Income tax information for the periods reported is as follows:

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Income tax expense $ 683 $ 166 $ 5,083 $ 2,021

1 unchanged sentence

Effective income tax rate ( 3.1 ) % ( 6.4 ) % ( 16.0 ) % ( 13.6 ) %

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.

Our effective tax rate for the three and nine months ended September 26, 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 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 ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 4.4 million as of September 26, 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.

As of September 26, 2025, we were under examination by California tax authorities for fiscal years 2020-2022.

Note 7 – Employee Benefit Programs

2 unchanged sentences

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 .

Matching contributions were $ 0.7 million and $ 0.6 million for the third quarter of 2025 and 2024, respectively, and $ 2.1 million and $ 2.0 million for the nine months ended September 26, 2025 and September 27, 2024, respectively .

Note 8 – Long-Term Debt

Long‑term debt consists of the following:

September 26,

2025 December 27,

6 unchanged sentences

Total long-term debt, less current portion, net $ 117,201 $ 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").

On September 26, 2025, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders under the agreement (the "credit agreement").

The credit agreement includes a $ 125.0 million term loan facility and a $ 100.0 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, i nterest 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 revolving credit facility also contains a $ 20.0 million letter of credit sub-facility and a $ 10.0 million swingline sub-facility.

We incurred debt issuance costs of approximately $ 1.7 million in connection with the amendment and restatement.

Of this amount, $ 1.2 million of the debt issuance costs are accounted for as a reduction to the carrying value of our long-term debt, and we amortize the costs to interest expense over the term of the credit agreement.

The remaining $ 0.5 million was expensed as incurred, which is included in Other expense (income), net on our statements of operations.

Under the debt modification literature codified in ASC 470, a portion of the amendment and restatement was treated as an extinguishment.

Accordingly, $ 0.2 million of existing capitalized debt issuance costs were written off as a loss on extinguishment of debt, which is included in Other expense (income), net on our consolidated statements of operations.

Quarterly term loan principal payments of $ 1.6 million commence on December 31, 2025, and the amount of such quarterly term loan payments will increase to $ 2.3 million on September 30, 2028, and $ 3.1 million on September 30, 2029, respectively.

The credit agreement matures on September 26, 2030.

The credit agreement includes debt covenants, which contain certain financial thresholds, and place certain restrictions on the incurrence of debt, investments, and issuance of dividends.

We were in compliance as of September 26, 2025.

As of September 26, 2025, i nterest 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 0.50 %, or iii) SOFR plus 1.00 %.

3 unchanged sentences

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 %.

As of September 26, 2025, our credit facilities bore interest under the SOFR option at 6.41 %.

Note 9 – Share‑Based Compensation

On March 26, 2025, our Human Capital Committee of our Board of Directors approved the Ichor Holdings, Ltd.

On March 26, 2025, the 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 sh ares to be used for awards under the Plan.

The 2025 Plan was approved by our stockholders on May 14, 2025 and allows for the issuance of 2,963,471 sh ares to be used for awards under the Plan, subject to the applicable adjustment and share recycling provisions set forth in the 2025 plan.

The 2025 Plan replaces the Ichor Holdings, Ltd.

6 unchanged sentences

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.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.2 million and $ 4.7 million for the third quarter of 2025 and 2024, respectively, and $ 12.6 million and $ 11.0 million for the nine months ended September 26, 2025 and September 27, 2024, respectively.

Stock Options

8 unchanged sentences

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 $ —

Outstanding, September 26, 2025 216,357 $ 24.03 0.9 years $ —

Exercisable, September 26, 2025 216,357 $ 24.03 0.9 years $ —

Restricted Share Units

9 unchanged sentences

Forfeited ( 71,950 ) ( 11,974 ) ( 8,497 ) $ 29.48

Unvested, June 27, 2025 1,161,092 200,530 206,201 $ 29.40

Unvested, September 26, 2025 1,160,292 200,530 206,201 $ 28.32

Employee Share Purchase Plan

2 unchanged sentences

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.

As of September 26, 2025, approximately 2.0 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

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Net loss $ ( 22,853 ) $ ( 2,776 ) $ ( 36,820 ) $ ( 16,877 )

18 unchanged sentences

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

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Singapore $ 113,957 $ 87,823 $ 329,915 $ 248,490

3 unchanged sentences

Total net sales $ 239,296 $ 211,139 $ 724,046 $ 615,749

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 .

Foreign long-lived assets, exclusive of deferred tax assets, were $ 72.3 million and $ 62.5 million as of September 26, 2025 and December 27, 2024, respectively .

Note 12 - Restructuring

In the third quarter of 2025, our Board of Directors approved the Consolidation Restructuring Plan (the "Plan").

The Plan includes activities and plans to align our footprint in North America with our long-term strategic plan.

Key components of the Plan as of September 26, 2025 are as follows:

Impairment of inventory

As of September 26, 2025, total expected inventory impairment costs under the Plan are $ 16.7 million, of which $ 16.7 million was recognized during the three months ended September 26, 2025 in Cost of sales in the consolidated statement of operations and as a contra-asset valuation account within Inventories on the consolidated balance sheet as of September 26, 2025.

Fixed asset charges

As of September 26, 2025, total expected fixed asset charges under the Plan are approximately $ 4.7 million, of which $ 0.5 million was recognized during the three months ended September 26, 2025 in Selling, general, and administrative expenses in the consolidated statement of operations.

We expect to incur approximately an additional $ 4.2 million of fixed asset charges under the Plan.

Impairment of operating right-of-use assets

As of September 26, 2025, total expected operating ROU asset impairment costs under the Plan are approximately $ 3.9 million, of which $ 0.4 million was recognized during the three months ended September 26, 2025 in Selling, general, and administrative expenses in the consolidated statement of operations.

We expect to incur approximately an additional $ 3.5 million of lease ROU asset impairment costs under the Plan.

We expect the Plan to be substantially complete by the end of 2026, which will likely result in additional expenses during the periods after September 26, 2025.

We may incur additional expenses due to unanticipated events or changes in Plan scope.

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-Q

Item 1. Financial Statements