ICHOR HOLDINGS, LTD. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the certifying officers), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of December 26, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures were effective as of December 26, 2025. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act). With the participation of our certifying officers, our management, under the oversight of our Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 26, 2025, using the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Our internal control over financial reporting is designed to provide reasonable assurance with U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of the financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 26, 2025. The effectiveness of our internal control over financial reporting as of December 26, 2025 has been audited by KPMG LLP, an independent registered accounting firm, as stated in their attestation report which appears in Item 15 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter ended December 26, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls and Procedures A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. If we cannot provide reliable financial information, our business, operating results, and share price could be negatively impacted. ITEM 9B. OTHER INFORMATION During the fourth quarter of 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as such term is defined in Item 408 of Regulation S-K). 52 Table of Contents ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Code of Conduct We have adopted a code of business ethics and conduct (the “Code of Conduct”) that applies to all employees, officers, and directors, including the principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available on our investor relations website at ir.ichorsystems.com . We intend to post on our investor relations website all disclosures that are required by law or NASDAQ listing rules regarding any amendment to, or a waiver of, any provision of the Code of Conduct for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. All other information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2026 Annual General Meeting of Shareholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the close of the year ended December 26, 2025. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 26, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 26, 2025. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 26, 2025. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the close of the year ended December 26, 2025. PART IV 53 Table of Contents ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Annual Report on Form 10-K: (1) Financial Statements. The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K under Item 8. – Financial Statements and Supplementary Data . Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Portland, Oregon , PCAOB ID: 185 ) F- 1 Consolidated Balance Sheets F‑ 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Shareholders’ Equity F‑ 6 Consolidated Statements of Cash Flows F‑ 7 Notes to Consolidated Financial Statements F‑ 8 (2) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto. (3) Exhibits. Exhibits are listed on the Exhibit Index at the end of this Annual Report on Form 10-K. ITEM 16. FORM 10-K SUMMARY None. 54 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Ichor Holdings, Ltd.: Opinion on Internal Control over Financial Reporting We have audited Ichor Holdings, Ltd. and subsidiaries' (the Company) internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2025 and December 27, 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Portland, Oregon February 20, 2026 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Ichor Holdings, Ltd.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ichor Holdings, Ltd. and subsidiaries (the Company) as of December 26, 2025 and December 27, 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 26, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 26, 2025 and December 27, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 26, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-2 Table of Contents Evaluation of excess and obsolete inventory As discussed in Notes 1 and 2 to the consolidated financial statements, the Company reported inventories of $231.8 million as of December 26, 2025, including an adjustment for excess and obsolete inventory of $37.5 million. The Company states its inventories at the lower of cost or net realizable value. The Company records an adjustment to the cost basis of inventory when evidence exists that the net realizable value of inventory is lower than its cost, which occurs when the Company has excess and/or obsolete inventory. The Company’s model to estimate excess and/or obsolete inventory is based on an analysis of existing inventory quantities on-hand compared to estimated future consumption. Future consumption is estimated based upon assumptions about how historical consumption, recent purchases, backlog, and other factors indicate future consumption. We identified the evaluation of excess and obsolete inventory as a critical audit matter. 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. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s excess and obsolete inventory process, including controls over the determination of the assumptions used to estimate future consumption of inventory. We evaluated whether historical consumption reasonably indicates future consumption by (1) examining historical write-down trends; (2) inspecting publicly available industry and market information to assess relevant changes to the overall business environment; and (3) selected a sample of inventory items and for each selection we evaluated whether the historical data accurately supported the Company’s estimate of future consumption. /s/ KPMG LLP We have served as the Company's auditor since 2011. Portland, Oregon February 20, 2026 F-3 Table of Contents ICHOR HOLDINGS, LTD. Consolidated Balance Sheets (dollars in thousands, except per share data) December 26, 2025 December 27, 2024 Assets Current assets: Cash and cash equivalents $ 98,290 $ 108,669 Accounts receivable, net 70,514 86,619 Inventories 231,794 250,102 Prepaid expenses and other current assets 9,531 7,230 Total current assets 410,129 452,620 Property and equipment, net 103,922 94,867 Operating lease right-of-use assets 35,046 44,461 Other non-current assets 13,638 15,182 Deferred tax assets, net 4,337 4,316 Intangible assets, net 40,405 48,716 Goodwill 335,402 335,402 Total assets $ 942,879 $ 995,564 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 84,007 $ 91,719 Accrued liabilities 17,479 15,992 Other current liabilities 10,602 8,965 Current portion of long-term debt 6,250 7,500 Current portion of lease liabilities 11,250 11,494 Total current liabilities 129,588 135,670 Long-term debt, less current portion, net 117,278 121,023 Lease liabilities, less current portion 25,413 34,189 Deferred tax liabilities, net 1,961 1,555 Other non-current liabilities 4,753 4,791 Total liabilities 278,993 297,228 Shareholders’ equity: Preferred shares ($ 0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) — — Ordinary shares ($ 0.0001 par value; 200,000,000 shares authorized; 34,433,776 and 33,859,542 shares outstanding, respectively; 38,871,215 and 38,296,981 shares issued, respectively) 3 3 Additional paid in capital 624,391 606,060 Treasury shares at cost ( 4,437,439 shares) ( 91,578 ) ( 91,578 ) Retained earnings 131,070 183,851 Total shareholders’ equity 663,886 698,336 Total liabilities and shareholders’ equity $ 942,879 $ 995,564 See accompanying notes to consolidated financial statements. F-4 Table of Contents ICHOR HOLDINGS, LTD. Consolidated Statements of Operations (dollars in thousands, except per share data) Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Net sales $ 947,652 $ 849,040 $ 811,120 Cost of sales 859,877 745,706 707,724 Gross profit 87,775 103,334 103,396 Operating expenses: Research and development 23,086 23,018 20,223 Selling, general, and administrative 95,650 79,384 79,334 Amortization of intangible assets 8,311 8,572 14,734 Total operating expenses 127,047 110,974 114,291 Operating loss ( 39,272 ) ( 7,640 ) ( 10,895 ) Interest expense, net 6,620 9,266 19,379 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 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 loss per share: Basic 34,232,198 32,759,896 29,200,796 Diluted 34,232,198 32,759,896 29,200,796 See accompanying notes to consolidated financial statements. F-5 Table of Contents ICHOR HOLDINGS, LTD. Consolidated Statements of Shareholders’ Equity (dollars in thousands) Ordinary Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total Shareholders' Equity Shares Amount Shares Amount Balance at December 30, 2022 28,861,949 $ 3 $ 431,415 4,437,439 $ ( 91,578 ) $ 247,656 $ 587,496 Ordinary shares issued from exercise of stock options 215,884 — 4,467 — — — 4,467 Ordinary shares issued from vesting of restricted share units 259,944 — ( 3,672 ) — — — ( 3,672 ) Ordinary shares issued from employee share purchase plan 97,621 — 2,033 — — — 2,033 Share-based compensation expense — — 17,338 — — — 17,338 Net income — — — — — ( 42,985 ) ( 42,985 ) Balance at December 29, 2023 29,435,398 3 451,581 4,437,439 ( 91,578 ) 204,671 564,677 Ordinary shares issued, net of transaction costs 3,833,334 — 136,738 — — — 136,738 Ordinary shares issued from exercise of stock options 216,439 — 5,301 — — — 5,301 Ordinary shares issued from vesting of restricted share units 293,331 — ( 5,443 ) — — — ( 5,443 ) Ordinary shares issued from employee share purchase plan 81,040 — 2,307 — — — 2,307 Share-based compensation expense — — 15,576 — — — 15,576 Net loss — — — — — ( 20,820 ) ( 20,820 ) Balance at December 27, 2024 33,859,542 3 606,060 4,437,439 ( 91,578 ) 183,851 698,336 Ordinary shares issued from exercise of stock options 137,080 — 3,404 — — — 3,404 Ordinary shares issued from vesting of restricted share units 322,456 — ( 4,134 ) — — — ( 4,134 ) Ordinary shares issued from employee share purchase plan 114,698 — 2,333 — — — 2,333 Share-based compensation expense — — 16,728 — — — 16,728 Net loss — — — — ( 52,781 ) ( 52,781 ) Balance at December 26, 2025 34,433,776 $ 3 $ 624,391 4,437,439 $ ( 91,578 ) $ 131,070 $ 663,886 See accompanying notes to consolidated financial statements. F-6 Table of Contents ICHOR HOLDINGS, LTD. Consolidated Statements of Cash Flows (in thousands) Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Cash flows from 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: Accounts receivable, net 16,105 ( 19,898 ) 69,600 Inventories ( 1,503 ) ( 4,217 ) 37,775 Prepaid expenses and other assets 7,866 2,343 10,204 Accounts payable ( 6,377 ) 29,110 ( 50,974 ) Accrued liabilities 1,596 929 ( 9,766 ) Other liabilities ( 8,677 ) ( 5,570 ) ( 17,916 ) Net cash provided by operating activities 29,886 27,880 57,632 Cash flows from investing activities: Capital expenditures ( 36,169 ) ( 17,636 ) ( 15,496 ) Net cash used in investing activities ( 36,169 ) ( 17,636 ) ( 15,496 ) Cash flows from financing activities: Issuance of ordinary shares, net of fees — 136,738 — Issuance of ordinary shares under share-based compensation plans 5,628 7,800 7,521 Employees' taxes paid upon vesting of restricted share units ( 4,134 ) ( 5,443 ) ( 3,672 ) 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 ) Net cash provided by (used in) financing activities ( 4,096 ) 18,470 ( 48,651 ) Net increase (decrease) in cash ( 10,379 ) 28,714 ( 6,515 ) Cash at beginning of period 108,669 79,955 86,470 Cash at end of period $ 98,290 $ 108,669 $ 79,955 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 8,503 $ 11,650 $ 20,368 Cash paid during the period for taxes, net of refunds $ 3,009 $ 3,333 $ 3,877 Supplemental disclosures of non-cash activities: Capital expenditures included in accounts payable $ 3,626 $ 4,961 $ 625 Right-of-use assets obtained in exchange for new operating lease liabilities, including those acquired through acquisitions $ 1,256 $ 16,418 $ 4,789 See accompanying notes to consolidated financial statements. F-7 Table of Contents ICHOR HOLDINGS, LTD. Notes to Consolidated Financial Statements (dollar figures in tables in thousands, except per share data) Note 1 – Organization and Summary of Significant Accounting Policies Organization and Operations of the Company Ichor Holdings, Ltd. 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. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. Basis of Presentation These consolidated 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 consolidated financial statements are in thousands, except per share amounts. Year End We use a 52‑ or 53‑week fiscal year ending on the last Friday in December. The years ended December 26, 2025, December 27, 2024, and December 29, 2023 were each 52 weeks. All references to 2025, 2024, and 2023 are references to the fiscal years then ended. 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 and 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, valuation allowance on deferred tax assets, and impairment analyses for both definite‑lived intangible assets and goodwill. F-8 Table of Contents 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 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. 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 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, 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. As such, we account for such warranties under ASC 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 are generally due within 15 to 60 days . Historically, we have not incurred 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. Commitments and Contingencies We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations. F-9 Table of Contents We periodically enter into contractual arrangements with third parties that include indemnification obligations. Under these agreements, we may be required to indemnify, hold harmless, and reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third party claims. These claims may arise from our breach of the agreement, our negligence or willful misconduct in connection with the agreement, or from any claims related to trade secret, copyright, patent, or other intellectual property infringement with respect to our products. The maximum potential amount of future payments under these indemnification obligations is difficult to determine or reasonably estimate due to the varying terms of these obligations, the absence of a history of prior indemnification claims, the unique facts and circumstances surrounding each contractual arrangement, and the contingency of potential liabilities, which depend on events that are not reasonably determinable. We do not expect the potential indemnification obligations to have a material adverse effect on our financial position or results of operations. Concentrations Financial instruments that subject us to concentration risk consist of accounts receivable, accounts payable, and long-term debt. At December 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 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. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. Activity and balances related to our allowance for doubtful accounts was not significant during any period presented. We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. 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 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. Cash held in foreign-based commercial banks totaled $ 52.9 million and $ 47.1 million at December 26, 2025 and December 27, 2024, respectively, and at times exceeds insured amounts. No losses have been incurred as of December 26, 2025 or December 27, 2024 for amounts exceeding the insured limits. Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2025. We estimate the recorded value of our financial assets and liabilities approximates fair value as of December 26, 2025 and December 27, 2024. F-10 Table of Contents The carrying values of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short-term maturities. The carrying value of amounts borrowed under our credit facilities approximate their fair values because the interest rates on these borrowings are floating. We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. Inventories Inventories are stated at the lower of cost or net realizable value. The majority of our inventories are valued on a standard cost basis, which approximates actual costs on a first-in, first-out basis. The remainder of our inventories are valued on an average cost basis, which approximates actual costs on a first-in, first-out basis. Quarterly, we assess the value of our inventory and periodically write it down for excess quantities or obsolescence to its estimated net realizable value. This assessment is based on estimated future consumption compared to inventory quantities on-hand. The estimate for future consumption is based on how assumptions of historical consumption, recency of purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of property & equipment Machinery 5 - 10 years Leasehold improvements 10 years Computer software, hardware, and equipment 3 - 5 years Office furniture, fixtures, and equipment 5 - 7 years Vehicles 5 years Maintenance and repairs that neither add material value to the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general, and administrative expenses on the consolidated statements of operations. F-11 Table of Contents Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease 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 operating lease liabilities, we use the non-cancellable 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 commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of lease payments. We utilize the consolidated group incremental borrowing rate for all leases, as we have centralized treasury operations. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset. Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangible assets Customer relationships 6 - 10 years Developed technology 10 years Impairment of Long-Lived Assets Long-lived assets, which include property and equipment, ROU assets and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. 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. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 26, 2025 and December 27, 2024. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. F-12 Table of Contents Research and Development Costs Research and development costs are expensed as incurred. Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 % likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. Foreign Operations The functional currency of our international operations is the U.S. dollar. 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. dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations. Accounting Pronouncements Recently Adopted 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. 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 states 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 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) . 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. F-13 Table of Contents Note 2 – Inventories Inventories consist of the following: December 26, 2025 December 27, 2024 Raw materials $ 204,166 $ 197,975 Work in process 39,595 45,075 Finished goods 45,393 43,445 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 and inventory impairment balance: Excess and obsolete adjustment Impairment of inventory Balance at December 30, 2022 $ ( 17,543 ) $ — Charge to cost of sales ( 9,784 ) — Disposition of inventory ( 1,113 ) — Balance at December 29, 2023 ( 28,440 ) — Charge to cost of sales ( 8,584 ) — Disposition of inventory 631 — Balance at December 27, 2024 ( 36,393 ) — Charge to cost of sales ( 3,566 ) ( 19,811 ) Disposition of inventory 2,410 — Balance at December 26, 2025 $ ( 37,549 ) $ ( 19,811 ) Note 3 – Property and Equipment Property and equipment consist of the following: December 26, 2025 December 27, 2024 Machinery $ 141,095 $ 123,509 Leasehold improvements 48,955 48,487 Computer software, hardware, and equipment 9,548 8,707 Office furniture, fixtures, and equipment 1,529 1,593 Vehicles 365 395 Construction-in-process 21,955 12,612 223,447 195,303 Less accumulated depreciation ( 119,525 ) ( 100,436 ) Total property and equipment, net $ 103,922 $ 94,867 Depreciation expense for 2025, 2024, and 2023 was $ 23.5 million, $ 21.0 million, and $ 18.8 million, respectively. F-14 Table of Contents Cloud Computing Implementation Costs 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 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 Definite-lived intangible assets consist of the following: December 26, 2025 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships $ 71,583 $ ( 34,457 ) $ — $ 37,125 9.9 years Developed technology 11,047 ( 7,767 ) — 3,280 10.0 years Total intangible assets $ 82,630 $ ( 42,224 ) $ — $ 40,405 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 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: Future amortization expense 2026 $ 7,729 2027 7,290 2028 7,055 2029 6,579 2030 6,240 Thereafter 5,512 $ 40,405 F-15 Table of Contents Note 5 – Leases We lease facilities under various non-cancellable operating leases expiring 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. As of December 26, 2025, we had no operating leases executed for which the rental period had not yet commenced. The components of lease expense are as follows: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Operating lease cost $ 11,206 $ 10,009 $ 9,656 Supplemental cash flow information related to leases is as follows: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,571 $ 9,834 $ 9,494 Supplemental balance sheet information related to leases is as follows: December 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-cancellable leases as of December 26, 2025 are as follows: 2026 $ 11,248 2027 10,405 2028 5,571 2029 3,122 2030 2,808 Thereafter 9,900 Total future minimum lease payments 43,054 Less imputed interest ( 6,391 ) Total lease liabilities 36,663 Less current portion ( 11,250 ) Total lease Liabilities, less current portion $ 25,413 F-16 Table of Contents Note 6 – Income Taxes Loss before provision of income taxes consisted of the following: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 United States $ ( 65,843 ) $ ( 58,245 ) $ ( 69,040 ) Foreign 18,277 40,191 37,962 Loss before tax $ ( 47,566 ) $ ( 18,054 ) $ ( 31,078 ) Significant components of income tax expense consist of the following: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Current: Federal $ ( 220 ) $ ( 115 ) $ ( 56 ) State 572 585 16 Foreign 4,733 3,078 2,633 Total current tax expense 5,085 3,548 2,593 Deferred: Federal 326 326 8,471 State 80 62 1,529 Foreign ( 276 ) ( 1,170 ) ( 686 ) Total deferred tax expense (benefit) 130 ( 782 ) 9,314 Income tax expense $ 5,215 $ 2,766 $ 11,907 F-17 Table of Contents 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. December 26, 2025 December 27, 2024 Deferred tax assets: Inventory $ 6,717 $ 8,701 Share-based compensation 2,600 3,103 Accrued payroll 1,555 1,580 Net operating loss carryforwards 34,833 16,817 Tax credits 8,478 6,678 Interest carryforwards 7,056 6,298 Capitalized research expenses 7,810 9,838 Intercompany interest 3,144 2,906 Operating lease liabilities 4,858 11,140 Other assets 1,070 534 Deferred tax assets 78,121 67,595 Valuation allowance ( 58,321 ) ( 42,281 ) Total deferred tax assets 19,800 25,314 Deferred tax liabilities: Intangible assets ( 6,997 ) ( 5,438 ) Property, plant and equipment ( 5,778 ) ( 5,851 ) Operating lease right-of-use assets ( 4,649 ) ( 10,890 ) Other liabilities — ( 374 ) Total deferred tax liabilities ( 17,424 ) ( 22,553 ) Net deferred tax asset $ 2,376 $ 2,761 At December 26, 2025, we had federal, state, and foreign net operating loss carryforwards ("NOLs") of $ 139.7 million, $ 63.1 million and $ 6.8 million, respectively. The federal NOLs carry forward indefinitely. The state and foreign NOLs, if not utilized, will begin to expire in 2028 and 2039, respectively. At December 26, 2025, we had federal and state research and development credits of $ 3.1 million and $ 0.4 million, respectively, which, if not utilized, will begin to expire in 2042 and 2029, respectively. At December 26, 2025, we had foreign tax credits of $ 3.2 million, which, if not utilized, will begin to expire in 2033. We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable. As of December 26, 2025, we believe it is not more-likely-than-not that our U.S. entities will generate sufficient taxable income to offset reversing deductible timing differences and to fully utilize carryforward tax attributes. Accordingly, we have recorded a valuation allowance against U.S. 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. The net impact of the tax holiday in Singapore as compared to the Singapore statutory rate was a benefit of $ 3.4 million, $ 7.1 million, and $ 5.0 million during 2025, 2024, and 2023, respectively. Our income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic 740‑270. We recognize tax benefits from uncertain tax positions when it is more likely than not that the position will be sustained upon examination. As of December 26, 2025, we had reserves of $ 3.2 million related to these uncertain tax positions, which are included in the balance of other non-current liabilities on the accompanying consolidated balance sheet. If recognized, $ 1.4 million of this amount would impact our effective tax rate. F-18 Table of Contents We recognize estimated accrued interest and penalties related to these unrecognized tax benefits in income tax expense. 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: Year Ended 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 % Tax credits 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 % Singapore 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 )% — — % Malaysia 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 )% Netherlands 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. F-19 Table of Contents The cash paid for taxes, net of refunds, are as follows: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Federal $ 4 $ — $ ( 483 ) State and local California 352 490 ( 226 ) Oregon 130 71 315 Texas 153 80 199 Other 1 16 24 Foreign 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: Unrecognized tax benefits Balance at December 30, 2022 $ 3,595 Increase related to current year tax positions 488 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 Increase related to current year tax positions 435 Decrease in tax positions related to lapse of statute of limitations ( 336 ) Balance at December 27, 2024 3,256 Increase related to current year tax positions 149 Decrease in tax positions related to lapse of statute of limitations ( 197 ) Balance at December 26, 2025 $ 3,208 We assert indefinite reinvestment of our U.S. and Netherlands unremitted earnings. With regard to these unremitted earnings, we have not, nor do we anticipate the need to repatriate funds from the U.S. to the Netherlands or from the Netherlands to the Cayman entity to satisfy liquidity needs. Determination of the amount of unrecognized withholding tax liability related to the indefinitely reinvested earnings is not practicable. Our three major filing jurisdictions are the United States, Singapore, and Malaysia. We are no longer subject to U.S. Federal examination for tax years ending before 2022, to state examinations before 2021, or to foreign examinations before 2021. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward. As of December 26, 2025 , we were under examination by the California tax authorities for fiscal years 2020-2022. F-20 Table of Contents 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 maximum of 4 % of a participant’s annual compensation. For 2025, 2024, and 2023, matching contributions were $ 2.7 million, $ 2.6 million, and $ 2.7 million, respectively. Note 8 – Long-Term Debt Long-term debt consists of the following: December 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 ( 1,472 ) ( 852 ) Total long-term debt, net 123,528 128,523 Less current portion ( 6,250 ) ( 7,500 ) 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: 2026 $ 6,250 2027 7,813 2028 7,813 2029 7,813 2030 95,311 Total $ 125,000 The weighted average interest rate across our credit facilities was 6.16 %, 7.31 %, and 6.80 % during 2025, 2024, and 2023, respectively. 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 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. We are required to maintain a minimum fixed charge coverage ratio of 1.25 : 1 and a maximum leverage ratio of 3.50 : 1. We were in compliance with both as of December 26, 2025 . F-21 Table of Contents 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 0.750 % 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 December 26, 2025, our credit facilities bore interest under the SOFR option at 6.17 %. Note 9 – Share-Based Compensation 2025 Plan 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. Stock Options Options are valued based on the Black-Scholes-Merton model on the date of grant. The risk-free interest rate is based on U.S. Treasury rates in effect on the date of grant. Estimated volatility is based on the historical volatility of our ordinary shares. Options 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. 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: 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 Exercised ( 137,080 ) $ 24.83 Forfeited or expired ( 14,880 ) $ 22.28 Outstanding, December 26, 2025 213,125 $ 24.07 0.7 years $ — Exercisable, December 26, 2025 213,125 $ 24.07 0.7 years $ — F-22 Table of Contents The intrinsic value of options exercised are as follows: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Total intrinsic value of options exercised $ 1,013 $ 3,276 $ 3,041 At December 26, 2025, there was no unrecognized share-based compensation expense relating to options. Restricted Share Units 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. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. 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 843,706 109,946 109,951 $ 18.17 Vested ( 439,868 ) ( 23,150 ) ( 44,191 ) $ 32.25 Forfeited ( 165,182 ) ( 14,418 ) ( 13,459 ) $ 28.25 Unvested, December 26, 2025 1,270,111 250,988 254,142 $ 25.57 Fair value information for RSUs granted and vested is as follows: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Weighted average grant-date fair value per share of RSUs granted $ 18.17 $ 39.61 $ 30.70 Total grant-date fair value of shares vested $ 16,356 $ 14,177 $ 11,550 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. F-23 Table of Contents 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. Year Ended December 26, 2025 December 27, 2024 December 29, 2023 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 % 2017 ESPP In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). 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 6 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 December 26, 2025 , 2.0 million ordinary shares remained eligible for issuance under the 2017 ESPP. The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 4.3 % 5.3 % 5.1 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility 63.1 % 60.4 % 63.4 % We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized $ 1.3 million, $ 1.0 million, and $ 0.9 million of share-based compensation expense associated with the 2017 ESPP during 2025, 2024, and 2023, respectively. At December 26, 2025, there was no unrecognized share-based compensation expense related to the 2017 ESPP. Note 10 – 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 reportable segment. The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our chief operating decision maker (“CODM”). The consolidated financial information provided to our CODM does not contain significant disaggregated expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial statements. Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia, and Mexico. Our principal markets include North America, Asia, and to a lesser degree, Europe. F-24 Table of Contents 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: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Singapore $ 431,539 $ 353,219 $ 318,790 United States of America 295,010 268,946 281,298 Europe 98,046 98,855 116,316 Other 123,057 128,020 94,716 Total net sales $ 947,652 $ 849,040 $ 811,120 The following table sets forth our major customers with 10% or more of sales, which comprised 76 %, 73 %, and 82 % of net sales in 2025, 2024, and 2023, respectively: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Applied Materials $ 371,697 $ 300,263 $ 295,082 Lam Research $ 351,418 $ 319,099 $ 286,836 ASML (1) — $ — $ 85,589 (1) ASML did not represent 10% or more of sales in 2025 and 2024 . Foreign long-lived assets, exclusive of deferred tax assets, were $ 71.3 million and $ 62.5 million at December 26, 2025 and December 27, 2024, respectively. Note 11 – Earnings per Share 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: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Numerator: Net loss $ ( 52,781 ) $ ( 20,820 ) $ ( 42,985 ) Denominator: Basic weighted average ordinary shares outstanding 34,232,198 32,759,896 29,200,796 Dilutive effect of options — — — Dilutive effect of RSUs — — — Dilutive effect of ESPP — — — Diluted weighted average ordinary shares outstanding 34,232,198 32,759,896 29,200,796 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 2,841,000 2,557,000 2,632,000 Earnings per share: Net loss per share: Basic $ ( 1.54 ) $ ( 0.64 ) $ ( 1.47 ) Diluted $ ( 1.54 ) $ ( 0.64 ) $ ( 1.47 ) (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. F-25 Table of Contents 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 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. F-26 Table of Contents EXHIBIT INDEX The following exhibits are filed with this Form 10‑K or are incorporated herein by reference: Exhibit Number Description of Exhibit 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 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 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 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 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 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). Table of Contents 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. and Gregory F. 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, dated November 1 0 , 202 5 . 21.1* List of subsidiaries . 23.1* Consent of KPMG LLP . 31.1* Certifications of Chief Executive Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 31.2* Certifications of Chief Financial Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 32.1** Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended. 32.2** Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended. 97.1 Ichor Holdings, Ltd. 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. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101). _____________________________________________ * Filed herewith ** Furnished herewith + A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S‑K Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 20, 2026 ICHOR HOLDINGS, LTD. By: /s/ Philip Barros Philip Barros Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Name and Title Date /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 Greg Swyt /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 Marc Haugen /s/ John Kispert Director February 20, 2026 John Kispert /s/ Laura Black Director February 20, 2026 Laura Black /s/ Wendy Arienzo Director February 20, 2026 Wendy Arienzo /s/ Thomas M. Rohrs Director February 20, 2026 Thomas M. Rohrs /s/ Yuval Wasserman Director February 20, 2026 Yuval Wasserman