What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 99 added, 67 removed, 345 unchanged (32% of the section changed)

39 unchanged sentences

Additional paid in capital 735,894 624,391

Treasury shares at cost ( 4,437,439 shares)

( 91,578 ) ( 91,578 )

Treasury shares at cost ( 0 and 4,437,439 shares, respectively)

Retained earnings 129,599 131,070

5 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended

2026 March 28,

Three Months Ended Six Months Ended

2026 June 27,

2025 June 26,

2026 June 27,

Net sales $ 294,784 $ 240,285 $ 550,852 $ 484,750

11 unchanged sentences

Income tax expense 4,412 2,740 6,965 4,400

Net loss $ ( 2,469 ) $ ( 4,559 )

Net loss per share

Net income (loss) $ 998 $ ( 9,408 ) $ ( 1,471 ) $ ( 13,967 )

Net income (loss) per share

Basic $ 0.03 $ ( 0.28 ) $ ( 0.04 ) $ ( 0.41 )

Diluted $ 0.03 $ ( 0.28 ) $ ( 0.04 ) $ ( 0.41 )

Shares used to compute Net loss per share:

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

Basic 35,397,839 34,179,382 35,002,436 34,088,873

4 unchanged sentences

(in thousands, except share amounts)

For the three months ended March 27, 2026 Ordinary Shares Additional

For the three and six months ended June 26, 2026 Ordinary Shares Additional

Capital Treasury Shares Retained

9 unchanged sentences

Balance at March 27, 2026 34,744,772 3 630,988 4,437,439 ( 91,578 ) 128,601 668,014

For the three months ended March 28, 2025 Ordinary Shares Additional

Ordinary shares issued, net of transaction costs 2,478,275 1 195,379 — — — 195,380

Ordinary shares issued from exercise of stock options 29,776 — 802 — — — 802

Ordinary shares issued from vesting of restricted share units 130,769 — ( 4,226 ) — — — ( 4,226 )

Treasury shares retirement — — ( 91,578 ) ( 4,437,439 ) 91,578 — —

Share-based compensation expense — — 4,529 — — — 4,529

Net income — — — — — 998 998

Balance at June 26, 2026 37,383,592 $ 4 $ 735,894 — $ — $ 129,599 $ 865,497

For the three and six months ended June 27, 2025 Ordinary Shares Additional

Capital Treasury Shares Retained

9 unchanged sentences

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

Ordinary shares issued from vesting of restricted share units 130,079 — ( 1,033 ) — — — ( 1,033 )

Share-based compensation expense — — 4,227 — — — 4,227

Net loss — — — — — ( 9,408 ) ( 9,408 )

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

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

2 unchanged sentences

(in thousands)

Three Months Ended

2026 March 28,

Six Months Ended

2026 June 27,

Cash flows from operating activities:

3 unchanged sentences

Share-based compensation 8,362 8,350

Impairment of lease right-of-use assets 938 1,292

Deferred income taxes 1,783 1,273

Loss on disposal of equipment 1,282 —

Amortization of debt issuance costs 155 232

11 unchanged sentences

Cash flows from financing activities:

Issuance of ordinary shares, net of fees 195,380 —

Issuance of ordinary shares under share-based compensation plans 6,184 4,654

1 unchanged sentence

Repayments on term loan ( 3,125 ) ( 3,750 )

Net cash provided by financing activities 781 116

Net cash provided by (used in) financing activities 191,791 ( 2,142 )

Net increase (decrease) in cash 158,166 ( 16,445 )

22 unchanged sentences

References to 2026 and 2025 relate to the fiscal years then ended, respectively.

The three-month periods ended March 27, 2026 and March 28, 2025 are each 13 weeks.

References to the first quarter of 2026 and 2025 relate to the three-month periods then ended, respectively .

The three-month periods ended June 26, 2026 and June 27, 2025 are each 13 weeks.

References to the second quarter of 2026 and 2025 relate to the three-month periods then ended, respectively .

Use of Estimates

27 unchanged sentences

We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein .

Public Offering of Shares - In the second quarter of 2026, we entered into and completed an at the market public offering program (“ATM Program”) which allowed for the sale of up to $ 200.0 million of ordinary shares.

Under the ATM Program, during the second quarter of 2026, we sold 2,478,275 ordinary shares at an average price of $ 80.70 per ordinary share.

We received net proceeds of $ 195.4 million, after deducting the sales agents’ commissions of $ 4.0 million and incremental offering expenses of $ 0.6 million.

Treasury Share Cancellation - In May 2026, the Board of Directors approved the retirement of 4,437,439 treasury shares.

The treasury share retirement resulted in a decrease of $ 91.6 million in treasury shares and additional paid in capital.

Accounting Pronouncements Recently Issued

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) .

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("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.

21 unchanged sentences

Construction-in-process 15,087 21,955

227,392 223,447

Total property and equipment, net, prior to accumulated depreciation 236,765 223,447

Less accumulated depreciation ( 128,925 ) ( 119,525 )

Total property and equipment, net $ 107,840 $ 103,922

Depreciation expense was $ 5.1 million and $ 5.6 million for the first quarter of 2026 and 2025, respectively.

Depreciation expense was $ 4.8 million and $ 5.5 million for the second quarter of 2026 and 2025, respectively.

Depreciation expense was $ 10.0 million and $ 11.1 million for the six months ended June 26, 2026 and June 27, 2025, respectively.

During the three and six months ended June 26, 2026 we recorded $ 1.3 million and $ 1.4 million, respectively, in non-cash fixed asset charges from the sale and disposal of fixed assets in connection with our Consolidation Restructuring Plan (see Note 12).

During the three and six months ended June 27, 2025 we recorded $ 0.6 million and $ 0.6 million in non-cash fixed asset charges from the sale and disposal of fixed assets in connection with our exit from our Scotland and Korea operations.

The impairment charges are included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

Cloud Computing Implementation Costs

1 unchanged sentence

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

To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 12.0 million and $ 12.4 million as of March 27, 2026 and December 26, 2025, respectively, and is included in other noncurrent assets on our consolidated balance sheets.

To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system and other cloud-based software applications.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 11.5 million and $ 12.4 million as of June 26, 2026 and December 26, 2025, respectively, and is included in other noncurrent assets on our consolidated balance sheets.

The related amortization expense, which is included in selling, general, and administrative expenses on our consolidated statements of operations, was $ 0.4 million and $ 0.4 million for the second quarter of 2026 and 2025, respectively, and $ 0.9 million and $ 0.8 million for the six months ended June 26, 2026 and June 27, 2025, respectively.

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

March 27, 2026

June 26, 2026

Gross value Accumulated

22 unchanged sentences

As these amounts are variable, they are not included in lease liabilities.

For the first quarter of 2026 and 2025, no impairment charges were recognized in connection with our ROU lease assets.

During both the three and six months ended June 26, 2026 we recorded a $ 0.9 million non-cash impairment charge in connection with the abandonment of an ROU asset in connection with our Consolidation Restructuring Plan (see Note 12).

During both the three and six months ended June 27, 2025 we recorded a $ 1.3 million non-cash impairment charge in connection with the abandonment of an ROU lease asset associated with the exit from our Scotland operations.

The impairment of the ROU lease asset is included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

The components of lease expense are as follows:

Three Months Ended

2026 March 28,

Three Months Ended Six Months Ended

2026 June 27,

2025 June 26,

2026 June 27,

Operating lease cost $ 2,815 $ 2,885 $ 5,652 $ 5,630

Supplemental cash flow information related to leases is as follows:

Three Months Ended

2026 March 28,

Six Months Ended

2026 June 27,

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

4 unchanged sentences

Weighted-average discount rate of operating leases 5.1 % 4.9 %

Future minimum lease payments under non-cancelable leases are as follows as of March 27, 2026:

Future minimum lease payments under non-cancelable leases are as follows as of June 26, 2026:

2026, remaining $ 6,023

7 unchanged sentences

Income tax information for the periods reported is as follows:

Three Months Ended

2026 March 28,

Three Months Ended Six Months Ended

2026 June 27,

2025 June 26,

2026 June 27,

Income tax expense $ 4,412 $ 2,740 $ 6,965 $ 4,400

1 unchanged sentence

Effective income tax rate 81.6 % ( 41.1 ) % 126.8 % ( 46.0 ) %

The increase in income tax expense from the first quarter of 2025 to the first quarter of 2026 was primarily due to taxes on foreign income that differs from the U.S.

tax rate, the ending of our tax holiday in Singapore on March 31, 2026, and the impact of a valuation allowance against U.S.

Our effective tax rate for the three and six months ended June 26, 2026 differs from the statutory rate primarily due to the forecasted mix of earnings in domestic and international jurisdictions, taxes on foreign income that differs from the U.S.

tax rate, the ending of the Singapore tax holiday at the end of the first quarter of 2026 and the impact of a valuation allowance against U.S.

deferred tax assets.

The ending balance of unrecognized tax benefits for uncertain tax positions was approximately $ 4.1 million as of March 27, 2026.

The ending balance of unrecognized tax benefits for uncertain tax positions was approximately $ 4.1 million as of June 26, 2026.

The related interest was insignificant, and the related penalties were $ 0.7 million.

As of March 27, 2026, we were under examination by California tax authorities for fiscal years 2020-2022.

As of June 26, 2026, we were under examination by California tax authorities for fiscal years 2020-2022.

Note 7 – Employee Benefit Programs

2 unchanged sentences

Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual matching maximum of 4 % of a participant’s annual compensation.

Matching contributions were $ 0.8 million and $ 0.8 million for the first quarter of 2026 and 2025, respectively .

Matching contributions were $ 0.7 million and $ 0.7 million for the second quarter of 2026 and 2025, respectively, and $ 1.5 million and $ 1.5 million for the six months ended June 26, 2026 and June 27, 2025, respectively .

Note 8 – Long-Term Debt

11 unchanged sentences

The revolving credit facility also contains a $ 20.0 million letter of credit sub-facility and a $ 10.0 million swingline sub-facility.

As of June 26, 2026, nothing was outstanding under the revolving credit facility.

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

1 unchanged sentence

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

We were in compliance as of March 27, 2026 .

As of March 27, 2026, 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.

We were in compliance as of June 26, 2026 .

As of June 26, 2026, i nterest is charged at either the Base Rate or SOFR (as such terms are defined in the credit agreement) at our option, plus an applicable margin.

The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.50 %, or iii) SOFR plus 1.00 %.

3 unchanged sentences

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

As of March 27, 2026, our credit facilities bore interest under the SOFR option at 5.92 %.

As of June 26, 2026, our credit facilities bore interest under the SOFR option at 5.87 %.

Note 9 – Share‑Based Compensation

1 unchanged sentence

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.

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

The 2025 Plan replaced 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.

The 2025 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.

3 unchanged sentences

Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 3.8 million and $ 4.1 million for the first quarter of 2026 and 2025, respectively.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.5 million and $ 4.2 million for the second quarter of 2026 and 2025, respectively, and $ 8.4 million and $ 8.4 million for the six months ended June 26, 2026 and June 27, 2025, respectively.

Stock Options

8 unchanged sentences

Forfeited or expired — $ —

Outstanding, March 27, 2026 31,629 $ 26.64 1.0 years $ 588

Exercisable, March 27, 2026 31,629 $ 26.64 1.0 years $ 588

Outstanding, June 26, 2026 1,853 $ 21.76 0.9 years $ 134

Exercisable, June 26, 2026 1,853 $ 21.76 0.9 years $ 134

Restricted Share Units

9 unchanged sentences

Forfeited ( 76,057 ) ( 55,827 ) ( 43,210 ) $ 29.33

Unvested, March 27, 2026 1,143,488 195,161 161,912 $ 24.65

Unvested, June 26, 2026 1,103,272 222,123 202,360 $ 33.84

Employee Share Purchase Plan

2 unchanged sentences

Shares are purchased on the last day of the purchase period.

As of March 27, 2026, approximately 1.9 million ordinary shares remain available for purchase under the 2017 ESPP.

As of June 26, 2026, approximately 1.9 million ordinary shares remain available for purchase under the 2017 ESPP.

Note 10 – Segment Information

7 unchanged sentences

The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped:

Three Months Ended

2026 March 28,

Three Months Ended Six Months Ended

2026 June 27,

2025 June 26,

2026 June 27,

Singapore $ 130,923 $ 106,870 $ 259,761 $ 215,958

3 unchanged sentences

Total net sales $ 294,784 $ 240,285 $ 550,852 $ 484,750

Foreign long-lived assets, exclusive of deferred tax assets, were $ 75.1 million and $ 71.3 million as of March 27, 2026 and December 26, 2025, respectively .

Foreign long-lived assets, exclusive of deferred tax assets, were $ 83.4 million and $ 71.3 million as of June 26, 2026 and December 26, 2025, respectively .

Note 11 – Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards.

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

Three Months Ended

2026 March 28,

Net loss $ ( 2,469 ) $ ( 4,559 )

Three Months Ended Six Months Ended

2026 June 27,

2025 June 26,

2026 June 27,

Net income (loss) $ 998 $ ( 9,408 ) $ ( 1,471 ) $ ( 13,967 )

Basic weighted average ordinary shares outstanding 35,397,839 34,179,382 35,002,436 34,088,873

4 unchanged sentences

Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 225,000 1,995,000 2,231,000 2,322,000

Net loss per share:

Net income (loss) per share:

Basic $ 0.03 $ ( 0.28 ) $ ( 0.04 ) $ ( 0.41 )

5 unchanged sentences

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 March 27, 2026 are as follows:

Key components of the Plan as of June 26, 2026 are as follows:

Impairment of inventory

As of March 27, 2026, total expected inventory impairment costs under the Plan are $ 19.8 million, all of which were recognized during 2025.

As of June 26, 2026, 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.

During the first quarter of 2026, we disposed of $ 11.5 million of impaired inventory.

The remaining inventory impairment costs of $ 8.3 million are accrued as a contra-asset valuation account within inventories on our consolidated balance sheet as of March 27, 2026.

As of June 26, 2026, we have disposed of $ 12.3 million of impaired inventory.

The remaining inventory impairment costs of $ 7.5 million are accrued as a contra-asset valuation account within inventories on our consolidated balance sheet as of June 26, 2026.

Fixed asset charges

As of March 27, 2026, total expected fixed asset charges under the Plan are approximately $ 5.4 million, of which $ 0.1 million were recognized during the first quarter of 2026 and $ 3.1 million were recognized during 2025.

As of June 26, 2026, total expected fixed asset charges under the Plan are approximately $ 4.5 million, of which $ 1.3 million were recognized during the second quarter of 2026 and $ 3.2 million were recognized in prior periods.

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

We expect to incur approximately an additional $ 2.2 million of fixed asset charges under the plan.

Impairment of operating right-of-use assets

As of March 27, 2026, 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.

As of June 26, 2026, total expected operating lease ROU asset impairment charges under the Plan are approximately $ 1.8 million, of which $ 0.9 million were recognized in the second quarter of 2026 and $ 0.9 million were recognized in prior periods.

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 March 27, 2026, total expected severance charges under the Plan are approximately $ 1.7 million, all of which were recognized during 2025.

As of June 26, 2026, total expected severance charges under the Plan are approximately $ 1.7 million, all of which were recognized during 2025.

Of this amount recognized, $ 0.9 million and $ 0.8 million were recognized within cost of sales and selling, general, and administrative expenses, respectively, in 2025 on our consolidated statement of operations.

During the first quarter of 2026, we made severance payments of $ 0.9 million.

The remaining severance charges of $ 0.1 million are accrued within accrued liabilities on our consolidated balance sheet as of March 27, 2026.

As of June 26, 2026, we made severance payments of $ 1.7 million.

Other costs include 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 March 27, 2026, total expected other costs under the Plan are approximately $ 3.2 million, of which $ 0.4 million were recognized during the first quarter of 2026 and $ 1.3 million were recognized during 2025.

As of June 26, 2026, total expected other costs under the Plan are approximately $ 2.1 million, of which $ 0.4 million were recognized during the second quarter of 2026 and $ 1.7 million were recognized in prior periods.

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

We expect to incur approximately an additional $ 1.5 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.

As of June 26, 2026, we are substantially complete with the Consolidation Restructuring Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements