ICHOR HOLDINGS, LTD. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) ICHOR HOLDINGS, LTD. Consolidated Balance Sheets (in thousands, except share and per share amounts) (unaudited) September 26, 2025 December 27, 2024 Assets Current assets: Cash and cash equivalents $ 92,500 $ 108,669 Accounts receivable, net 84,400 86,619 Inventories 241,680 250,102 Prepaid expenses and other current assets 6,362 7,230 Total current assets 424,942 452,620 Property and equipment, net 110,373 94,867 Operating lease right-of-use assets 37,059 44,461 Other noncurrent assets 14,208 15,182 Deferred tax assets, net 2,116 4,316 Intangible assets, net 42,483 48,716 Goodwill 335,402 335,402 Total assets $ 966,583 $ 995,564 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 92,600 $ 91,719 Accrued liabilities 18,315 15,992 Other current liabilities 9,488 8,965 Current portion of long-term debt 6,250 7,500 Current portion of lease liabilities 11,337 11,494 Total current liabilities 137,990 135,670 Long-term debt, less current portion, net 117,201 121,023 Lease liabilities, less current portion 28,334 34,189 Deferred tax liabilities, net 1,555 1,555 Other non-current liabilities 5,326 4,791 Total liabilities 290,406 297,228 Shareholders’ equity: Preferred shares ($ 0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding) — — Ordinary shares ($ 0.0001 par value; 200,000,000 shares authorized; 34,377,891 and 33,859,542 shares outstanding, respectively; 38,815,330 and 38,296,981 shares issued, respectively) 3 3 Additional paid in capital 620,721 606,060 Treasury shares at cost ( 4,437,439 shares) ( 91,578 ) ( 91,578 ) Retained earnings 147,031 183,851 Total shareholders’ equity 676,177 698,336 Total liabilities and shareholders’ equity $ 966,583 $ 995,564 The accompanying notes are an integral part of these consolidated financial statements. 1 ICHOR HOLDINGS, LTD. Consolidated Statements of Operations (in thousands, except share and per share amounts) (unaudited) Three Months Ended Nine Months Ended September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024 Net sales $ 239,296 $ 211,139 $ 724,046 $ 615,749 Cost of sales 228,227 183,348 657,253 539,407 Gross profit 11,069 27,791 66,793 76,342 Operating expenses: Research and development 5,898 5,872 17,482 17,168 Selling, general, and administrative 22,519 20,227 68,515 59,253 Amortization of intangible assets 2,077 2,077 6,233 6,309 Total operating expenses 30,494 28,176 92,230 82,730 Operating loss ( 19,425 ) ( 385 ) ( 25,437 ) ( 6,388 ) Interest expense, net 1,653 1,638 4,934 7,592 Other expense, net 1,092 587 1,366 876 Loss before income taxes ( 22,170 ) ( 2,610 ) ( 31,737 ) ( 14,856 ) Income tax expense 683 166 5,083 2,021 Net loss $ ( 22,853 ) $ ( 2,776 ) $ ( 36,820 ) $ ( 16,877 ) Net loss per share Basic $ ( 0.67 ) $ ( 0.08 ) $ ( 1.08 ) $ ( 0.52 ) Diluted $ ( 0.67 ) $ ( 0.08 ) $ ( 1.08 ) $ ( 0.52 ) Shares used to compute Net loss per share: Basic 34,346,172 33,700,246 34,174,639 32,419,762 Diluted 34,346,172 33,700,246 34,174,639 32,419,762 The accompanying notes are an integral part of these consolidated financial statements. 2 ICHOR HOLDINGS, LTD. Consolidated Statements of Shareholders’ Equity (in thousands, except share amounts) (unaudited) For the nine months ending September 26, 2025 Ordinary Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance at December 27, 2024 33,859,542 $ 3 $ 606,060 4,437,439 $ ( 91,578 ) $ 183,851 $ 698,336 Ordinary shares issued, 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 — — — — — — — Ordinary shares issued from vesting of restricted share units 130,079 — ( 1,033 ) — — — ( 1,033 ) Ordinary shares issued from employee share purchase plan — — — — — — — Share-based compensation expense — — 4,227 — — — 4,227 Net loss — — — — — ( 9,408 ) ( 9,408 ) Balance at June 27, 2025 34,243,283 3 615,838 4,437,439 ( 91,578 ) 169,884 694,147 Ordinary shares issued, net of transaction costs — — — — — — — Ordinary shares issued from exercise of stock options — — — — — — — Ordinary shares issued from vesting of restricted share units 58,974 — ( 601 ) — — — ( 601 ) Ordinary shares issued from employee share purchase plan 75,634 — 1,263 — — — 1,263 Share-based compensation expense — — 4,221 — — — 4,221 Net loss — — — — — ( 22,853 ) ( 22,853 ) 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. 3 ICHOR HOLDINGS, LTD. Consolidated Statements of Shareholders’ Equity (in thousands, except share amounts) (unaudited) For the nine months ending September 27, 2024 Ordinary Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance at December 29, 2023 29,435,398 $ 3 $ 451,581 4,437,439 $ ( 91,578 ) $ 204,671 $ 564,677 Ordinary shares issued, net of transaction costs 3,833,334 — 136,738 — — — 136,738 Ordinary shares issued from exercise of stock options 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 Ordinary shares issued, net of transaction costs — — — — — — — Ordinary shares issued from exercise of stock options 31,381 — 747 — — — 747 Ordinary shares issued from vesting of restricted share units 130,104 — ( 1,929 ) — — — ( 1,929 ) Ordinary shares issued from employee share purchase plan — — — — — — — Share-based compensation expense — — 3,938 — — — 3,938 Net loss — — — — — ( 5,112 ) ( 5,112 ) Balance at June 28, 2024 33,629,331 3 595,881 4,437,439 ( 91,578 ) 190,570 694,876 Ordinary shares issued, net of transaction costs — — — — — — — Ordinary shares issued from exercise of stock options 7,309 — 170 — — — 170 Ordinary shares issued from vesting of restricted share units 43,290 — ( 953 ) — — — ( 953 ) Ordinary shares issued from employee share purchase plan 44,987 — 1,286 — — — 1,286 Share-based compensation expense — — 4,672 — — — 4,672 Net loss — — — — — ( 2,776 ) ( 2,776 ) 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. 4 ICHOR HOLDINGS, LTD. Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 26, 2025 September 27, 2024 Cash flows from operating activities: Net loss $ ( 36,820 ) $ ( 16,877 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 23,461 22,768 Impairment of inventory 16,713 — Share-based compensation 12,571 10,985 Impairment of lease right-of-use assets 1,651 — 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: Accounts receivable, net 2,219 ( 17,429 ) Inventories ( 8,291 ) 6,526 Prepaid expenses and other assets 7,566 3,060 Accounts payable 1,875 22,746 Accrued liabilities 2,788 2,845 Other liabilities ( 6,210 ) ( 4,387 ) Net cash provided by operating activities 20,716 30,368 Cash flows from investing activities: Capital expenditures ( 32,920 ) ( 13,238 ) Net cash used in investing activities ( 32,920 ) ( 13,238 ) Cash flows from financing activities: Issuance of ordinary shares, net of fees — 136,738 Issuance of ordinary shares under share-based compensation plans 5,272 5,599 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 ) Net cash provided by (used in) financing activities ( 3,965 ) 19,362 Net increase (decrease) in cash ( 16,169 ) 36,492 Cash at beginning of period 108,669 79,955 Cash at end of period $ 92,500 $ 116,447 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 7,117 $ 9,201 Cash paid during the period for taxes, net of refunds $ 1,884 $ 1,804 Supplemental disclosures of non-cash activities: Capital expenditures included in accounts payable $ 3,967 $ 569 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,256 $ 4,671 The accompanying notes are an integral part of these consolidated financial statements. 5 ICHOR HOLDINGS, LTD. Notes to Consolidated Financial Statements (dollar figures in tables in thousands, except per share amounts) (unaudited) Note 1 – Basis of Presentation and Selected Significant Accounting Policies Basis of Presentation These consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to the consolidated financial statements are in thousands, except per share amounts. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the U.S. Securities and Exchange Commission's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 27, 2024. Year End We use a 52- or 53-week fiscal year ending on the last Friday in December. Our fiscal years ending December 26, 2025 and December 27, 2024 are each 52 weeks. References to 2025 and 2024 relate to the fiscal years then ended, respectively. The three-month periods ended 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 The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analysis for both definite‑lived intangible assets and goodwill. Change in Accounting Estimate On March 29, 2025, we changed our accounting estimate for the expected useful lives of Computer Numerical Control ("CNC") machinery. We evaluated our current asset base and reassessed the estimated useful lives of the CNC machinery in connection with our recent usage of older machinery, including considering the technological and physical obsolescence of such machinery. Based on this evaluation, we determined the expected useful life of the CNC machinery should be increased from seven to ten years to more closely reflect the estimated economic life of those assets. This change in estimate was applied prospectively effective for the second quarter of 2025 and resulted in a decrease to depreciation expense in cost of sales of $ 1.0 million for the second quarter of 2025. For the three and 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 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. 6 Fair Value of Financial Instruments The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, net of unamortized debt issuance costs, approximate fair value. Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the product has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under Accounting Standards Codification ("ASC") Topic 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer, but payment is generally due within 15 to 60 days of purchase. Historically, we have not experienced significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein . Accounting Pronouncements Recently Issued In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative description of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial statements. In addition, it requires disclosure of selling expenses and its definition. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied either prospectively or retrospectively. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. 7 Note 2 – Inventories Inventories consist of the following: September 26, 2025 December 27, 2024 Raw materials $ 204,317 $ 197,975 Work in process 44,105 45,075 Finished goods 46,078 43,445 Excess and obsolete adjustment ( 36,107 ) ( 36,393 ) Impairment of inventory ( 16,713 ) — Total inventories $ 241,680 $ 250,102 Note 3 – Property and Equipment and Other Noncurrent Assets Property and equipment consist of the following: September 26, 2025 December 27, 2024 Machinery $ 139,710 $ 123,509 Leasehold improvements 48,508 48,487 Computer software, hardware, and equipment 9,153 8,707 Office furniture, fixtures, and equipment 1,599 1,593 Vehicles 393 395 Construction-in-process 24,470 12,612 223,833 195,303 Less accumulated depreciation ( 113,460 ) ( 100,436 ) Total property and equipment, net $ 110,373 $ 94,867 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 We capitalize implementation costs associated with hosting arrangements that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system. The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 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. 8 Note 4 – Intangible Assets Definite‑lived intangible assets consist of the following: September 26, 2025 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships $ 73,142 $ ( 34,207 ) $ — $ 38,935 9.9 years Developed technology 11,047 ( 7,499 ) — 3,548 10.0 years Total intangible assets $ 84,189 $ ( 41,706 ) $ — $ 42,483 December 27, 2024 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships $ 73,142 $ ( 28,779 ) $ — $ 44,363 9.9 years Developed technology 11,047 ( 6,694 ) — 4,353 10.0 years Total intangible assets $ 84,189 $ ( 35,473 ) $ — $ 48,716 Note 5 – Leases Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We lease facilities under non-cancelable operating leases that expire at various dates from 2025 through 2037. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities. During the three and 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 Nine Months Ended September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024 Operating lease cost $ 2,796 $ 2,603 $ 8,426 $ 7,587 Supplemental cash flow information related to leases is as follows: Nine Months Ended September 26, 2025 September 27, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,665 $ 7,404 9 Supplemental balance sheet information related to leases is as follows: September 26, 2025 December 27, 2024 Weighted-average remaining lease term of operating leases 5.7 years 6.1 years Weighted-average discount rate of operating leases 4.9 % 4.7 % Future minimum lease payments under non-cancelable leases are as follows as of September 26, 2025: 2025, remaining $ 2,706 2026 11,641 2027 10,731 2028 5,907 2029 3,228 Thereafter 12,294 Total future minimum lease payments 46,507 Less imputed interest ( 6,836 ) Total lease liabilities 39,671 Less current portion ( 11,337 ) Total lease liabilities, less current portion $ 28,334 Note 6 – Income Taxes On July 4, 2025, a budget and reconciliation package referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA enacts significant changes to U.S. tax and related laws, including, among other things, expensing of domestic research expenses, increasing the limit of the interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. 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 Nine Months Ended September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024 Income tax expense $ 683 $ 166 $ 5,083 $ 2,021 Loss before income taxes $ ( 22,170 ) $ ( 2,610 ) $ ( 31,737 ) $ ( 14,856 ) Effective income tax rate ( 3.1 ) % ( 6.4 ) % ( 16.0 ) % ( 13.6 ) % 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 $ 4.4 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 September 26, 2025, we were under examination by California tax authorities for fiscal years 2020-2022. 10 Note 7 – Employee Benefit Programs 401(k) Plan We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50 % of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual matching maximum of 4 % of a participant’s annual compensation. Matching contributions were $ 0.7 million and $ 0.6 million for the 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, 2024 Term loan $ 125,000 $ 129,375 Revolving credit facility — — Total principal amount of long-term debt 125,000 129,375 Less unamortized debt issuance costs ( 1,549 ) ( 852 ) Total long-term debt, net 123,451 128,523 Less current portion ( 6,250 ) ( 7,500 ) Total long-term debt, less current portion, net $ 117,201 $ 121,023 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”). 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 %. The applicable margin on Base Rate and SOFR loans is 0.750 % to 1.750 % and 1.750 % to 2.750 % per annum, respectively, depending on our leverage ratio, which is based on trailing 12-month consolidated EBITDA, as defined in our credit agreement. We are also charged a commitment fee of 0.175 % to 0.350 %, depending on our leverage ratio, on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. SOFR interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three months. As of September 26, 2025, our credit facilities bore interest under the SOFR option at 6.41 %. 11 Note 9 – Share‑Based Compensation 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, subject to the applicable adjustment and share recycling provisions set forth in the 2025 plan. The 2025 Plan replaces the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (the "2016 Plan") in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan. The 2025 Omnibus Incentive Plan provides for grants of share‑based awards to employees, directors, and consultants. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years , 25 % on the first anniversary of the date of grant and quarterly thereafter over the remaining three years . Upon vesting of RSUs, shares are withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.2 million and $ 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 The following table summarizes option activity: Number of Stock Options Service condition Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value Outstanding, December 27, 2024 365,085 $ 24.28 Granted — $ — Exercised ( 137,080 ) $ 24.83 Forfeited or expired ( 11,648 ) $ 22.38 Outstanding, September 26, 2025 216,357 $ 24.03 0.9 years $ — Exercisable, September 26, 2025 216,357 $ 24.03 0.9 years $ — Restricted Share Units The following table summarizes RSU activity: Number of RSUs Service condition Performance condition Market condition Weighted average grant-date fair value per share Unvested, December 27, 2024 1,031,455 178,610 201,841 $ 33.92 Granted 554,033 57,044 57,048 $ 19.20 Vested ( 353,246 ) ( 23,150 ) ( 44,191 ) $ 32.37 Forfeited ( 71,950 ) ( 11,974 ) ( 8,497 ) $ 29.48 Unvested, September 26, 2025 1,160,292 200,530 206,201 $ 28.32 12 Employee Share Purchase Plan The 2017 Employee Stock Purchase Plan (the “2017 ESPP”) grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85 % of the fair market value of our ordinary shares on the first or last day of each six-month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31 (or the next business day if such date is not a business day). Shares are purchased on the last day of the purchase period. As of 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 Nine Months Ended September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024 Numerator: Net loss $ ( 22,853 ) $ ( 2,776 ) $ ( 36,820 ) $ ( 16,877 ) Denominator: Basic weighted average ordinary shares outstanding 34,346,172 33,700,246 34,174,639 32,419,762 Dilutive effect of options — — — — Dilutive effect of RSUs — — — — Dilutive effect of ESPP — — — — Diluted weighted average ordinary shares outstanding 34,346,172 33,700,246 34,174,639 32,419,762 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 1,908,000 1,992,000 2,445,000 2,512,000 Net loss per share: Basic $ ( 0.67 ) $ ( 0.08 ) $ ( 1.08 ) $ ( 0.52 ) Diluted $ ( 0.67 ) $ ( 0.08 ) $ ( 1.08 ) $ ( 0.52 ) (1) Represents potentially dilutive options and RSUs excluded from the calculation of diluted weighted average ordinary shares outstanding, because including them would have been antidilutive under the treasury stock method. 13 Note 11 – Segment Information We operate as a single business operating segment, which includes all activities related to the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Accordingly, we report as one operating segment. The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our CODM. The consolidated financial information provided to our CODM does not contain significant disaggregated expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial statements. Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore, Malaysia and Mexico, and to a lesser degree, Scotland and Korea. Our principal markets include North America, Asia, and, to a lesser degree, Europe. The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped: Three Months Ended Nine Months Ended September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024 Singapore $ 113,957 $ 87,823 $ 329,915 $ 248,490 United States of America 75,143 64,245 227,637 197,898 Europe 22,762 24,818 73,174 77,474 Other 27,434 34,253 93,320 91,887 Total net sales $ 239,296 $ 211,139 $ 724,046 $ 615,749 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 . 14 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. 15