What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 218 added, 130 removed, 741 unchanged (32% of the section changed)

113 unchanged sentences

We identified the evaluation of excess and obsolete inventory as a critical audit matter.

There was subjective auditor judgement in evaluating whether historical consumption reasonably indicates future consumption used by the Company in their determination that inventory is recorded at the lower of its cost or net realizable value.

There was subjective auditor judgment in evaluating whether historical consumption reasonably indicates future consumption used by the Company in their determination that inventory is recorded at the lower of its cost or net realizable value.

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

64 unchanged sentences

Total operating expenses 127,047 110,974 114,291

Operating Income (loss) ( 7,640 ) ( 10,895 ) 85,823

Operating loss ( 39,272 ) ( 7,640 ) ( 10,895 )

Interest expense, net 6,620 9,266 19,379

Other expense (income), net 1,148 804 ( 563 )

Income (Loss) before income taxes ( 18,054 ) ( 31,078 ) 75,330

Other expense, net 1,674 1,148 804

Loss before income taxes ( 47,566 ) ( 18,054 ) ( 31,078 )

Income tax expense 5,215 2,766 11,907

Net income (loss) $ ( 20,820 ) $ ( 42,985 ) $ 72,804

Net income (loss) per share

Net loss $ ( 52,781 ) $ ( 20,820 ) $ ( 42,985 )

Net loss per share

Basic $ ( 1.54 ) $ ( 0.64 ) $ ( 1.47 )

Diluted $ ( 1.54 ) $ ( 0.64 ) $ ( 1.47 )

Shares used to compute Net income (loss) per share:

Shares used to compute Net loss per share:

Basic 34,232,198 32,759,896 29,200,796

17 unchanged sentences

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

4 unchanged sentences

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 3,833,334 — 136,738 — — — 136,738

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

11 unchanged sentences

Cash flows from operating activities:

Net income (loss) $ ( 20,820 ) $ ( 42,985 ) $ 72,804

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 52,781 ) $ ( 20,820 ) $ ( 42,985 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 33,505 30,744 34,577

Inventory Impairment 19,811 — —

Share-based compensation 16,728 15,576 17,338

Impairment of lease right-of-use assets 2,158 — —

Deferred income taxes 385 ( 782 ) 9,314

Loss on disposal of equipment 475 — —

Amortization of debt issuance costs 426 465 465

Loss on extinguishment of debt 169 — —

Changes in operating assets and liabilities:

8 unchanged sentences

Capital expenditures ( 36,169 ) ( 17,636 ) ( 15,496 )

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

Net cash used in investing activities ( 36,169 ) ( 17,636 ) ( 15,496 )

3 unchanged sentences

Employees' taxes paid upon vesting of restricted share units ( 4,134 ) ( 5,443 ) ( 3,672 )

Borrowings on revolving credit facility — — 25,000

Debt issuance and modification costs ( 1,215 ) — —

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

Proceeds from term loan 57,003 — —

Repayments on term loan ( 61,378 ) ( 5,625 ) ( 7,500 )

16 unchanged sentences

Ichor Holdings, Ltd.

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.

and Subsidiaries (“we”, “us”, “our”, the “Company”) are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components primarily for semiconductor capital equipment, as well as other industries such as defense/aerospace and medical.

Our primary product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices.

Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition.

Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning.

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

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

On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company.

14 unchanged sentences

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 analyses for both definite‑lived intangible assets and goodwill.

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

Change in Accounting Estimate

In the second quarter of 2025, we changed our accounting estimate for the expected useful lives of Computer Numerical Control ("CNC") machinery, which was applied prospectively.

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.

For 2025, the change resulted in a decrease to depreciation expense in cost of sales of $ 3.0 million, which reduced operating loss and net loss by the same amount, and net loss per share by $ 0.09 .

Cash and Cash Equivalents

6 unchanged sentences

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.

therefore, we include 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.

3 unchanged sentences

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 promised good has transferred.

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, which is when control of products 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.

15 unchanged sentences

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

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.

At December 26, 2025 and December 27, 2024, three and four customers (with each single customer representing 10% or more of the balance of accounts receivable) represented, in the aggregate, approximately 66 % and 77 %, 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.

We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit.

We require collateral, typically cash, in the normal course of business if customers do not meet our criteria established for offering credit.

If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required.

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An interruption in the supply of a particular component would have a temporary adverse impact on our operating results.

We maintain cash balances at global systematically important banks ("G-SIBs") in both United States and internationally.

Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation ("FDIC").

We maintain cash balances at global systemically important banks in both United States and internationally.

Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation.

The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based.

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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.

During 2025, we identified and recognized fixed asset accelerated depreciation $ 3.2 million and operating lease ROU asset impairment charges of $ 2.2 million, both of which are included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

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

21 unchanged sentences

The functional currency of our international operations is the U.S.

Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense (income), net on our consolidated statements of operations.

Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense, net on our consolidated statements of operations.

Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S.

1 unchanged sentence

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.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

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 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) .

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures (Topic 740) .

The ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures.

2 unchanged sentences

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.

We adopted this standard in the fourth quarter of 2025 for the annual period ended December 26, 2025, and applied it retrospectively to all periods presented.

It did not have a material impact on our consolidated financial statements.

The standard is effective for our interim periods beginning in 2026.

Accounting Pronouncements Recently Issued

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) .

11 unchanged sentences

Excess and obsolete adjustment ( 37,549 ) ( 36,393 )

Impairment of inventory ( 19,811 ) —

Total inventories $ 231,794 $ 250,102

The following table presents changes to our excess and obsolete adjustment:

Excess and obsolete adjustment

The following table presents changes to our excess and obsolete adjustment and inventory impairment balance:

Excess and obsolete adjustment Impairment of inventory

Balance at December 30, 2022 $ ( 17,543 ) $ —

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Cloud Computing Implementation Costs

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

We incur 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.

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

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 12.4 million and $ 11.2 million as of December 26, 2025 and December 27, 2024, respectively, and is included in other non-current assets on our consolidated balance sheets.

The related amortization expense was $ 1.7 million, $ 1.2 million, and $ 1.1 million during 2025, 2024, and 2023, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations.

Note 4 – Intangible Assets and Goodwill

Note 4 – Intangible Assets

Definite-lived intangible assets consist of the following:

15 unchanged sentences

Total intangible assets $ 84,189 $ ( 35,473 ) $ — $ 48,716

Fully amortized finite-lived intangible assets are removed from the presentation of gross intangible assets along with the related accumulated amortization.

Future projected annual amortization expense consists of the following:

Thereafter 5,512

The following tables present the changes to goodwill:

Balance at December 31, 2021 $ 335,902

Acquisitions ( 500 )

Balance at December 30, 2022 335,402

Acquisitions —

Balance at December 29, 2023 335,402

Acquisitions —

Balance at December 27, 2024 $ 335,402

Note 5 – Leases

25 unchanged sentences

Note 6 – Income Taxes

Income (loss) before tax was as follows:

Loss before provision of income taxes consisted of the following:

2025 December 27,

2 unchanged sentences

Foreign 18,277 40,191 37,962

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

Loss before tax $ ( 47,566 ) $ ( 18,054 ) $ ( 31,078 )

Significant components of income tax expense consist of the following:

10 unchanged sentences

Income tax expense $ 5,215 $ 2,766 $ 11,907

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

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

2024 December 29,

2023 December 30,

Effective rate reconciliation:

federal tax expense $ ( 3,791 ) $ ( 6,527 ) $ 15,819

State income taxes, net ( 781 ) ( 1,713 ) 752

Permanent items 1,508 928 248

Foreign rate differential ( 745 ) ( 1,190 ) ( 2,595 )

Tax holiday ( 7,078 ) ( 4,962 ) ( 11,676 )

Credits ( 1,683 ) ( 1,661 ) ( 1,882 )

Tax contingencies 475 ( 331 ) 462

Share-based compensation ( 441 ) ( 122 ) 166

Withholding tax 815 717 1,170

Other, net 244 ( 763 ) 112

Valuation allowance 14,243 27,531 ( 50 )

Income tax expense $ 2,766 $ 11,907 $ 2,526

Deferred income tax assets and liabilities consist of the following:

Deferred income taxes reflect the net tax effects of (i) temporary differences between the carrying amounts of assets and liabilities for the financial reporting purposes and the amounts used for income tax purposes, and (ii) operating losses and tax credit carryforwards.

2025 December 27,

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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.

The valuation allowance increased by $ 16.0 million and $ 14.2 million during the years ended December 26, 2025 and December 27, 2024, respectively.

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

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If recognized, $ 1.4 million of this amount would impact our effective tax rate.

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.

In 2025, we recognized no increase in estimated interest and penalties.

At December 26, 2025, 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 reconciliation of income tax computed at the U.S.

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

December 26, 2025 December 27, 2024 December 29, 2023

Amount Percent Amount Percent Amount Percent

Effective rate reconciliation:

US federal statutory tax rate $ ( 9,989 ) 21.0 % $ ( 3,791 ) 21.0 % $ ( 6,526 ) 21.0 %

State and local income taxes, net of federal income tax effect (1) 515 ( 1.1 )% ( 648 ) 3.6 % ( 1,994 ) 6.4 %

Research and development tax credits ( 603 ) 1.3 % ( 869 ) 4.8 % ( 1,530 ) 4.9 %

Foreign tax credit on withholding ( 1,085 ) 2.3 % ( 815 ) 4.5 % ( 717 ) 2.3 %

Change in valuation allowance 13,833 ( 29.1 )% 14,243 ( 78.9 )% 27,940 ( 89.9 )%

Nondeductible items

Limitation on officers compensation 511 ( 1.1 )% 1,225 ( 6.8 )% 597 ( 1.9 )%

Stock compensation 1,513 ( 3.2 )% ( 372 ) 2.1 % 85 ( 0.3 )%

Other 41 ( 0.1 )% 177 ( 1.0 )% 336 ( 1.1 )%

Worldwide changes in unrecognized tax benefits ( 48 ) 0.1 % 475 ( 2.6 )% ( 331 ) 1.1 %

Other reconciling items ( 31 ) 0.1 % 158 ( 0.9 )% 44 ( 0.1 )%

Foreign tax effects

Other 90 ( 0.2 )% 68 ( 0.4 )% ( 92 ) 0.3 %

Statutory tax rate difference ( 846 ) 1.8 % ( 1,112 ) 6.2 % ( 1,415 ) 4.6 %

Tax holiday ( 3,446 ) 7.2 % ( 7,078 ) 39.2 % ( 4,962 ) 16.0 %

Withholding tax 1,083 ( 2.3 )% 815 ( 4.5 )% 717 ( 2.3 )%

Other — — % 126 ( 0.7 )% — — %

Statutory tax rate difference 114 ( 0.2 )% 290 ( 1.6 )% 52 ( 0.2 )%

Permanent differences 322 ( 0.7 )% ( 336 ) 1.9 % ( 365 ) 1.2 %

Return to provision 278 ( 0.6 )% 225 ( 1.2 )% ( 224 ) 0.7 %

Other 52 ( 0.1 )% — — % — — %

United Kingdom

Change in valuation allowance 1,665 ( 3.5 )% — — % — — %

Benefit from carry back claim ( 509 ) 1.1 % — —% — —%

Other ( 266 ) 0.6 % ( 15 ) 0.1 % 292 ( 0.9 )%

Domestic top-up tax 2,021 ( 4.2 )% — — % — — %

Income tax expense $ 5,215 ( 11.0 )% $ 2,766 ( 15.3 )% $ 11,907 ( 38.3 )%

(1) State taxes in California make up the majority of the tax effect in this category.

The cash paid for taxes, net of refunds, are as follows:

2025 December 27,

2024 December 29,

Federal $ 4 $ — $ ( 483 )

State and local

California 352 490 ( 226 )

Oregon 130 71 315

Texas 153 80 199

Other 1 16 24

Singapore 1,166 794 1,037

Malaysia 1,203 1,068 1,350

Korea — 188 55

United Kingdom — 626 1,606

Cash paid for taxes, net of refunds $ 3,009 $ 3,333 $ 3,877

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

2 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

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Total long-term debt, less current portion, net $ 117,278 $ 121,023

Term loan principal payments are due quarterly on the last business day of each calendar quarter, commencing on December 31, 2025.

The credit agreement matures on September 26, 2030.

Maturities of long-term debt consist of the following:

1 unchanged sentence

The weighted average interest rate across our credit facilities was 6.16 %, 7.31 %, and 6.80 % during 2025, 2024, and 2023, 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 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 payments of $ 1.9 million are due on a quarterly basis.

The credit agreement matures on October 29, 2026.

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 these costs to interest expense over the term of the credit agreement.

The remaining $ 0.5 million in debt issuance costs were expensed as incurred, which is included in other expense, net on our consolidated 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, net on our consolidated statements of operations.

Our credit agreement is secured by our tangible and intangible assets and includes customary representations, warranties, and covenants.

1 unchanged sentence

1 and a maximum leverage ratio of 3.50 :

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.

We were in compliance with both as of December 26, 2025 .

As of December 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 0.375 ‑ 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.

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 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.

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 December 26, 2025, our credit facilities bore interest under the SOFR option at 6.17 %.

Note 9 – Share-Based Compensation

In December 30, 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”).

The 2016 Plan provides for grants of share‑based awards to employees, directors, and consultants.

Under the 2016 Plan, 1,888,000 ordinary shares were reserved for issuance.

The number of shares reserved for issuance under the 2016 Plan increases annually beginning in fiscal year 2018 by the lesser of (i) 2 % of the ordinary shares outstanding on the last day of the immediately preceding fiscal year or (ii) such amount determined by our Board of Directors.

Awards may be in the form of share call options (“options”), restricted share units (“RSUs”), and other share‑based awards.

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.

We have elected to account for forfeitures of all share-based awards in share-based compensation expense prospectively as they occur.

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 $ 16.7 million, $ 15.6 million, and $ 17.3 million during 2025 , 2024, and 2023 , respectively.

1 unchanged sentence

Options are valued based on the Black-Scholes-Merton model on the date of grant.

The risk-free interest rate is based on the U.S.

The risk-free interest rate is based on U.S.

Treasury rates in effect on the date of grant.

2 unchanged sentences

Options granted under the 2016 Plan have a contractual term of 7 years.

No options have been granted under the 2025 Plan.

The following table summarizes option activity:

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Restricted Share Units

RSUs are valued based on the closing market price of our ordinary shares on the date of grant.

RSUs that vest pursuant to a service condition generally vest over 4 years, with 25 % vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the remaining 3 years.

RSUs that vest pursuant to a performance condition are generally earned over 3 years, depending on the achievement of certain financial and non-financial targets, and vest on or around the third grant-date anniversary.

RSUs that vest pursuant to a market condition are valued based on a Monte Carlo simulation model and generally earned over 3 years based on a relative total shareholder return model and vest on or around the third grant-date anniversary.

RSUs that vest pursuant to a service condition and performance condition are valued based on the closing market price of our ordinary shares on the date of grant.

RSUs that vest pursuant to a service condition only generally vest over 4 years, with 25 % vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the remaining 3 years.

RSUs that vest pursuant to a performance condition are generally earned over 3 years, depending on the achievement of certain financial and non-financial targets, and vest at the end of the three year measurement period.

RSUs that vest pursuant to a market condition are valued based on a Monte Carlo simulation model as of the date of grant, are generally earned over 3 years based on a relative total shareholder return model, and vest at the end of the three year measurement period.

Upon vesting of RSUs, employees may elect to have shares withheld to cover statutory minimum withholding taxes.

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At December 26, 2025, total unrecognized share-based compensation expense relating to RSUs was $ 30.1 million, with a weighted average remaining service period of 2.5 years.

The table below sets forth the weighted average assumptions in the Monte Carlo simulation model used to measure the fair value of RSUs that vest pursuant to a market condition.

Expected volatility is based on the historical volatility of our ordinary shares and our peer group for the relative expected term.

We believe this approach is reflective of current and historical market conditions and is an appropriate indicator of expected volatility.

The risk-free interest rate is based on U.S.

government treasury rates in effect on the date of grant with a term equal to the expected term of the award, which is equal to the period of time between the grant date and the date the award is expected to vest.

2025 December 27,

2024 December 29,

Weighted average expected term 2.4 Years 2.6 Years 2.6 Years

Risk-free interest rate 3.8 % 4.5 % 4.0 %

Dividend yield 0.0 % 0.0 % 0.0 %

Volatility 67.3 % 59.2 % 61.4 %

In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”).

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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.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia, and Mexico.

Our principal markets include North America, Asia, and to a lesser degree, Europe.

10 unchanged sentences

2024 December 29,

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

Applied Materials $ 371,697 $ 300,263 $ 295,082

Lam Research $ 351,418 $ 319,099 $ 286,836

ASML (1) — $ — $ 85,589

2 unchanged sentences

Note 11 – Earnings per Share

The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation:

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

2025 December 27,

2024 December 29,

Net income (loss) $ ( 20,820 ) $ ( 42,985 ) $ 72,804

Net loss $ ( 52,781 ) $ ( 20,820 ) $ ( 42,985 )

Basic weighted average ordinary shares outstanding 34,232,198 32,759,896 29,200,796

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Earnings per share:

Net income (loss) per share:

Net loss per share:

Basic $ ( 1.54 ) $ ( 0.64 ) $ ( 1.47 )

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(1) Represents potentially dilutive options and RSUs that were excluded from the calculation of net income per share, because including them would have been antidilutive under the treasury stock method.

Note 12 - Restructuring

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

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

The amended restructuring plan expanded the scope of our initial plan to consolidate our footprint at additional sites.

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

Impairment of inventory

As of December 26, 2025, total expected inventory impairment costs under the Plan are $ 19.8 million, all of which were recognized during 2025.

These costs were recognized within cost of sales on our consolidated statement of operations and as a contra-asset valuation account within inventories on our consolidated balance sheet as of December 26, 2025.

Fixed asset charges

As of December 26, 2025, total expected fixed asset charges under the Plan are approximately $ 3.1 million, all of which were recognized during 2025.

These costs were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

Impairment of operating right-of-use assets

As of December 26, 2025, total expected operating lease ROU asset impairment charges under the Plan are approximately $ 1.8 million, of which $ 0.9 million were recognized during 2025.

These charges were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

We expect to incur approximately an additional $ 0.9 million of operating lease ROU asset impairment charges under the Plan.

Severance charges

As of December 26, 2025, total expected severance charges under the Plan are approximately $ 1.7 million, all of which were recognized during 2025.

Of the this amount recognized, $ 0.9 million and $ 0.8 million were recognized within cost of sales and selling, general, and administrative expenses, respectively, on our consolidated statement of operations.

These charges were accrued within accrued liabilities, net of payments made of $ 0.7 million, on our consolidated balance sheet as of December 26, 2025.

Other costs includes other direct and incremental costs incurred as result of the Plan, which primarily includes legal expenses, facility exit costs, and fixed asset transportation costs.

As of December 26, 2025, total expected other costs under the Plan are approximately $ 3.7 million, of which $ 1.3 million were recognized during 2025.

These costs were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

We expect to incur approximately an additional $ 2.4 million of other costs under the Plan.

We expect the Plan to be substantially complete by the end of 2026.

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

EXHIBIT INDEX

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2.1 Agreement and Plan of Merger, dated November 11, 2021, by and among Ichor Systems, Inc., Incline Merger Sub, LLC, IMG Companies, LLC, and Brian J.

Miller (solely in his capacity as the Equityholders’ Representative thereunder) (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 16, 2021).

3.1 Amended and Restated Memorandum and Articles of Association of Ichor Holdings, Ltd., effective as of May 24, 2022 (Incorporated by reference to Exhibit 3.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).

4.1 Description of Securities of Ichor Holdings, Ltd.

(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 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.

Miller (solely in his capacity as the Equity holders’ Representative thereunder) (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed with the SEC on November 16, 2021) .

3.1 Amended and Restated Memorandum and Articles of the Company, effective as of May 24, 2022 (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 24, 2023).

4.1 Description of Securities of the Company .

(Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the SEC on February 24, 2023).

10.1 Second 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.

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 the Annual Report on Form 10‑K filed with the SEC 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 (Incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on February 2, 2021) .

10.3 Third A mended and Restated Credit Agreement, dated as of September 26, 2025, by and among Icicle Acquisition Holding B.V, Ichor Systems, Inc., Ichor Holdings, LLC, IMG Companies, LLC, IMG Inta, LLC, IMG Larkin, LLC, IMG, LLC, Applied Fusion, LLC, and IMG Altair, LLC as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders ( Incorporate d by reference to Exh ibit 10.

1 to the Current Report on Fo rm 8- K filed with the SEC on September 30 , 2025 ) .

10.4+ Ichor Holdings, Ltd.

2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.11 to Ichor Holdings, Ltd.’s Amendment No.

2 to Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).

10.4+ Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd.’s Amendment No.

2 to Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).

10.5+ Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to Ichor Holdings, Ltd.’s Amendment No.

2 to Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).

10.6+ Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.14 to Ichor Holdings, Ltd.’s Amendment No.

2 Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).

2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.11 to Amendment No.

2 to Registration Statement on Form S‑1 filed with the SEC on November 29, 2016).

10.5+ Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Amendment No.

2 to Registration Statement on Form S‑1 filed with the S EC on November 29, 2016).

10.6+ Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to Amendment No.

2 to Registration Statement on Form S‑1 filed with the S EC on November 29, 2016).

10.7+ Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.14 to Amendment No.

2 Registration Statement on Form S‑1 filed with the S EC on November 29, 2016).

10.8+* Ichor Holdings, Ltd.

2025 Omnibus Incentive Plan

10.9+ Form of Performance Restricted Stock Unit Agreement Pursuant to the Ichor Holdings, Ltd.

2025 Omnibus Incentive Plan ( I ncorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025)

10.10+ Form of Restricted Stock Unit Agreement Pursuant to the Ichor Holdings, Ltd.

2025 Omnibus Incentive Plan ( I ncorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025).

10.11+ Offer Letter, dated as of January 8, 2013, by and between Ichor Systems, Inc.

and Philip Barros (Incorporated by reference to Exhibit 10.16 to Ichor Holdings, Ltd.’s Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 14, 2016).

and Philip Barros (Incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S‑1 filed with the SEC on November 14, 2016).

10.12+ Offer Letter, dated as of September 30, 2015, by and between Ichor Systems, Inc.

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).

10.10* 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.

and Jeffrey Andreson (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 March 6, 2020).

10.12+ Letter Agreement, dated December 23, 2021 between Ichor Systems, Inc.

and Thomas Rohrs (Incorporated by reference to Exhibit 10.11 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on February 28, 2022).

10.13+ Offer Letter, dated April 24, 2019, 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) .

and Philip Barros (Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S‑1 filed with the SEC on November 14, 2016).

10.13+ Offer Letter, dated as of Octob er 2 9 , 20 25 , by and between Ichor Systems, Inc.

and Philip Barros (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the S EC on November 3 , 20 2 5 ).

10.14+ Amended and Restated Select Severance Plan, dated as of November 22, 2024, by and among the Company and certain officers and directors party thereto.

(Incorporated by reference to Exhibit 10.1 0 to the Annual Report on Form 10-K filed with the SEC on February 2 1 , 202 5 ).

10.15+ Offer Letter, dated November 20, 2019, 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).

and Jeffrey Andreson (Incorporated by reference to Exhibit 10.1 3 to the Annual Report on Form 10-K filed with the S EC on March 6, 2020).

10.16+ Transition Agreement, dated as of August 3, 2025, by and between the Company and Jeffrey Andreson (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 4, 2025).

10.17+ Offer Letter, dated November 15, 2022, between th e Company and Bruce Ragsdale (Incorporated by reference to Exhibit 10.1 to th e Current Report on Form 8‑K filed with the S EC on November 28, 2022).

10.18+ Offer Letter, dated July 6, 2023, between Ichor Systems, Inc.

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

10.19*+ Transition Agreement, dated as of A u gust 13 , 2025, by and between the Company and Christopher Smith.

19.1* Ichor Holdings, Ltd.

Insider Trading Policy , date d November 9, 2021.

Insider Trading Policy, dated November 1 0 , 202 5 .

21.1* List of subsidiaries .

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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) .

Clawback Policy (Incorporated by reference to Exhibit 97.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities 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.

12 unchanged sentences

ICHOR HOLDINGS, LTD.

/s/ Jeffrey S.

/s/ Philip Barros

Philip Barros

Chief Executive Officer

1 unchanged sentence

Signature Name and Title Date

/s/ Jeffrey S.

Andreson Chief Executive Officer and Director (Principal Executive Officer) February 21, 2025

/s/ Philip Barros Chief Executive Officer and Director (Principal Executive Officer) February 20, 2026

Philip Barros

/s/ Greg Swyt Chief Financial Officer (Principal Accounting and Financial Officer) February 20, 2026

/s/ Thomas M.

Rohrs Executive Chairman and Director February 21, 2025

/s/ Iain MacKenzie Lead Independent Director February 21, 2025

/s/ Iain MacKenzie Executive Chairman and Director February 20, 2026

Iain MacKenzie

/s/ Jorge Titinger Lead Independent Director February 20, 2026

Jorge Titinger

/s/ Marc Haugen Director February 20, 2026

3 unchanged sentences

Wendy Arienzo

/s/ Sarah O’Dowd Director February 21, 2025

/s/ Jorge Titinger Director February 21, 2025

Jorge Titinger

/s/ Thomas M.

Rohrs Director February 20, 2026

/s/ Yuval Wasserman Director February 20, 2026

1 unchanged sentence

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