ICHOR HOLDINGS, LTD. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) ICHOR HOLDINGS, LTD. Consolidated Balance Sheets (in thousands, except share and per share amounts) (unaudited) June 26, 2026 December 26, 2025 Assets Current assets: Cash and cash equivalents $ 256,456 $ 98,290 Accounts receivable, net 104,652 70,514 Inventories 290,707 231,794 Prepaid expenses and other current assets 7,511 9,531 Total current assets 659,326 410,129 Property and equipment, net 107,840 103,922 Operating lease right-of-use assets 31,364 35,046 Other noncurrent assets 13,569 13,638 Deferred tax assets, net 4,374 4,337 Intangible assets, net 36,416 40,405 Goodwill 335,402 335,402 Total assets $ 1,188,291 $ 942,879 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 125,717 $ 84,007 Accrued liabilities 18,522 17,479 Other current liabilities 15,565 10,602 Current portion of long-term debt 6,250 6,250 Current portion of lease liabilities 12,093 11,250 Total current liabilities 178,147 129,588 Long-term debt, less current portion, net 114,308 117,278 Lease liabilities, less current portion 21,491 25,413 Deferred tax liabilities, net 3,781 1,961 Other non-current liabilities 5,067 4,753 Total liabilities 322,794 278,993 Shareholders’ equity: Preferred shares ($ 0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding) — — Ordinary shares ($ 0.0001 par value; 200,000,000 shares authorized; 37,383,592 and 34,433,776 shares outstanding, respectively; 37,383,592 and 38,871,215 shares issued, respectively) 4 3 Additional paid in capital 735,894 624,391 Treasury shares at cost ( 0 and 4,437,439 shares, respectively) — ( 91,578 ) Retained earnings 129,599 131,070 Total shareholders’ equity 865,497 663,886 Total liabilities and shareholders’ equity $ 1,188,291 $ 942,879 The accompanying notes are an integral part of these consolidated financial statements. 1 ICHOR HOLDINGS, LTD. Consolidated Statements of Operations (in thousands, except share and per share amounts) (unaudited) Three Months Ended Six Months Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Net sales $ 294,784 $ 240,285 $ 550,852 $ 484,750 Cost of sales 253,801 213,083 477,611 429,026 Gross profit 40,983 27,202 73,241 55,724 Operating expenses: Research and development 7,772 5,710 13,302 11,584 Selling, general, and administrative 24,105 24,254 46,670 45,996 Amortization of intangible assets 1,911 2,078 3,989 4,156 Total operating expenses 33,788 32,042 63,961 61,736 Operating income (loss) 7,195 ( 4,840 ) 9,280 ( 6,012 ) Interest expense, net 1,453 1,635 3,131 3,281 Other expense, net 332 193 655 274 Income (loss) before income taxes 5,410 ( 6,668 ) 5,494 ( 9,567 ) Income tax expense 4,412 2,740 6,965 4,400 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 income (loss) per share: Basic 35,397,839 34,179,382 35,002,436 34,088,873 Diluted 36,302,279 34,179,382 35,002,436 34,088,873 The accompanying notes are an integral part of these consolidated financial statements. 2 ICHOR HOLDINGS, LTD. Consolidated Statements of Shareholders’ Equity (in thousands, except share amounts) (unaudited) For the three and six months ended June 26, 2026 Ordinary Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total Shareholders’ Equity Shares Amount Shares Amount Balance at December 26, 2025 34,433,776 $ 3 $ 624,391 4,437,439 $ ( 91,578 ) $ 131,070 $ 663,886 Ordinary shares issued from exercise of stock options 181,496 — 4,287 — — — 4,287 Ordinary shares issued from vesting of restricted share units 72,130 — ( 2,422 ) — — — ( 2,422 ) Ordinary shares issued from employee share purchase plan 57,370 — 899 — — — 899 Share-based compensation expense — — 3,833 — — — 3,833 Net loss — — — — — ( 2,469 ) ( 2,469 ) Balance at March 27, 2026 34,744,772 3 630,988 4,437,439 ( 91,578 ) 128,601 668,014 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 3 For the three and six months ended June 27, 2025 Ordinary Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total Shareholders’ Equity Shares Amount Shares Amount Balance at December 27, 2024 33,859,542 $ 3 $ 606,060 4,437,439 $ ( 91,578 ) $ 183,851 $ 698,336 Ordinary shares issued from exercise of stock options 137,080 — 3,404 — — — 3,404 Ordinary shares issued from vesting of restricted share units 77,518 — ( 2,013 ) — — — ( 2,013 ) Ordinary shares issued from employee share purchase plan 39,064 — 1,070 — — — 1,070 Share-based compensation expense — — 4,123 — — — 4,123 Net loss — — — — — ( 4,559 ) ( 4,559 ) Balance at March 28, 2025 34,113,204 3 612,644 4,437,439 ( 91,578 ) 179,292 700,361 Ordinary shares issued 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. 4 ICHOR HOLDINGS, LTD. Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 26, 2026 June 27, 2025 Cash flows from operating activities: Net loss $ ( 1,471 ) $ ( 13,967 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 14,857 16,057 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 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net ( 34,138 ) 5,798 Inventories ( 58,913 ) ( 9,271 ) Prepaid expenses and other assets 4,664 4,777 Accounts payable 43,068 ( 468 ) Accrued liabilities 847 305 Other liabilities ( 226 ) ( 2,909 ) Net cash provided by (used in) operating activities ( 18,792 ) 11,469 Cash flows from investing activities: Capital expenditures ( 14,833 ) ( 25,772 ) Net cash used in investing activities ( 14,833 ) ( 25,772 ) 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 Employees' taxes paid upon vesting of restricted share units ( 6,648 ) ( 3,046 ) Repayments on term loan ( 3,125 ) ( 3,750 ) Net cash provided by (used in) financing activities 191,791 ( 2,142 ) Net increase (decrease) in cash 158,166 ( 16,445 ) Cash at beginning of period 98,290 108,669 Cash at end of period $ 256,456 $ 92,224 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 3,869 $ 4,344 Cash paid during the period for taxes, net of refunds $ 462 $ 1,299 Supplemental disclosures of non-cash activities: Capital expenditures included in accounts payable $ 2,268 $ 4,291 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,424 $ 773 The accompanying notes are an integral part of these consolidated financial statements. 5 ICHOR HOLDINGS, LTD. Notes to Consolidated Financial Statements (dollar figures in tables in thousands, except per share amounts) (unaudited) Note 1 – Basis of Presentation and Selected Significant Accounting Policies Basis of Presentation These consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to the consolidated financial statements are in thousands, except per share amounts. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the U.S. Securities and Exchange Commission's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 26, 2025. Year End We use a 52- or 53-week fiscal year ending on the last Friday in December. Our fiscal years ending December 25, 2026 and December 26, 2025 are each 52 weeks. References to 2026 and 2025 relate to the fiscal years 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 The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analysis for both definite‑lived intangible assets and goodwill. 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. Fair Value of Financial Instruments The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, net of unamortized debt issuance costs, approximate fair value. 6 Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the product has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under Accounting Standards Codification ("ASC") Topic 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer, but payment is generally due within 15 to 60 days of purchase. Historically, we have not experienced significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein . 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 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. In addition, it requires disclosure of selling expenses and its definition. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied either prospectively or retrospectively. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. 7 Note 2 – Inventories Inventories consist of the following: June 26, 2026 December 26, 2025 Raw materials $ 227,749 $ 204,166 Work in process 63,649 39,595 Finished goods 38,872 45,393 Excess and obsolete adjustment ( 32,031 ) ( 37,549 ) Impairment of inventory ( 7,532 ) ( 19,811 ) Total inventories $ 290,707 $ 231,794 Note 3 – Property and Equipment and Other Noncurrent Assets Property and equipment consist of the following: June 26, 2026 December 26, 2025 Machinery $ 145,192 $ 141,095 Leasehold improvements 64,915 48,955 Computer software, hardware, and equipment 9,604 9,548 Office furniture, fixtures, and equipment 1,602 1,529 Vehicles 365 365 Construction-in-process 15,087 21,955 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 $ 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 We capitalize implementation costs associated with hosting arrangements that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system 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. 8 Note 4 – Intangible Assets Definite‑lived intangible assets consist of the following: June 26, 2026 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships $ 71,583 $ ( 37,910 ) $ — $ 33,673 9.9 years Developed technology 11,047 ( 8,304 ) — 2,743 10.0 years Total intangible assets $ 82,630 $ ( 46,214 ) $ — $ 36,416 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 Note 5 – Leases Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We lease facilities under non-cancelable operating leases that expire at various dates from 2026 through 2037. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities. During 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 Six Months Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Operating lease cost $ 2,815 $ 2,885 $ 5,652 $ 5,630 Supplemental cash flow information related to leases is as follows: Six Months Ended June 26, 2026 June 27, 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,991 $ 5,762 9 Supplemental balance sheet information related to leases is as follows: June 26, 2026 December 26, 2025 Weighted-average remaining lease term of operating leases 5.4 years 5.7 years Weighted-average discount rate of operating leases 5.1 % 4.9 % Future minimum lease payments under non-cancelable leases are as follows as of June 26, 2026: 2026, remaining $ 6,023 2027 11,480 2028 6,057 2029 3,097 2030 2,783 Thereafter 9,746 Total future minimum lease payments 39,186 Less imputed interest ( 5,602 ) Total lease liabilities 33,584 Less current portion ( 12,093 ) Total lease liabilities, less current portion $ 21,491 Note 6 – Income Taxes Income tax information for the periods reported is as follows: Three Months Ended Six Months Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Income tax expense $ 4,412 $ 2,740 $ 6,965 $ 4,400 Income (loss) before income taxes $ 5,410 $ ( 6,668 ) $ 5,494 $ ( 9,567 ) Effective income tax rate 81.6 % ( 41.1 ) % 126.8 % ( 46.0 ) % 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 June 26, 2026. The related interest was insignificant, and the related penalties were $ 0.7 million. As of June 26, 2026, we were under examination by California tax authorities for fiscal years 2020-2022. Note 7 – Employee Benefit Programs 401(k) Plan We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50 % of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual matching maximum of 4 % of a participant’s annual compensation. Matching contributions were $ 0.7 million and $ 0.7 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 . 10 Note 8 – Long-Term Debt Long‑term debt consists of the following: June 26, 2026 December 26, 2025 Term loan $ 121,875 $ 125,000 Revolving credit facility — — Total principal amount of long-term debt 121,875 125,000 Less unamortized debt issuance costs ( 1,317 ) ( 1,472 ) Total long-term debt, net 120,558 123,528 Less current portion ( 6,250 ) ( 6,250 ) Total long-term debt, less current portion, net $ 114,308 $ 117,278 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. 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. The credit agreement matures on September 26, 2030. The credit agreement includes debt covenants, which contain certain financial thresholds, and place certain restrictions on the incurrence of debt, investments, and issuance of dividends. We were in compliance as of 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 %. 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 June 26, 2026, our credit facilities bore interest under the SOFR option at 5.87 %. Note 9 – Share‑Based Compensation On March 26, 2025, the Human Capital Committee of our Board of Directors approved the Ichor Holdings, Ltd. 2025 Omnibus Incentive Plan (the "2025 Plan"). The 2025 Plan was approved by our stockholders on May 14, 2025, and allows for the issuance of 2,963,471 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 Plan provides for grants of share‑based awards to employees, directors, and consultants. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years , 25 % on the first anniversary of the date of grant and quarterly thereafter over the remaining three years . Upon vesting of RSUs, shares are withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. 11 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 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 26, 2025 213,125 $ 24.07 Granted — $ — Exercised ( 211,272 ) $ 24.09 Forfeited or expired — $ — 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 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 26, 2025 1,270,111 250,988 254,142 $ 25.57 Granted 175,652 26,962 40,448 $ 81.48 Vested ( 266,434 ) — ( 49,020 ) $ 26.54 Forfeited ( 76,057 ) ( 55,827 ) ( 43,210 ) $ 29.33 Unvested, June 26, 2026 1,103,272 222,123 202,360 $ 33.84 Employee Share Purchase Plan The 2017 Employee Stock Purchase Plan (the “2017 ESPP”) grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85 % of the fair market value of our ordinary shares on the first or last day of each six-month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31 (or the next business day if such date is not a business day). Shares are purchased on the last day of the purchase period. As of June 26, 2026, approximately 1.9 million ordinary shares remain available for purchase under the 2017 ESPP. 12 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 operating segment. The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our CODM. The consolidated financial information provided to our CODM does not contain significant disaggregated expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial statements. Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore, Malaysia, and Mexico. Our principal markets include North America, Asia, and, to a lesser degree, Europe. The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped: Three Months Ended Six Months Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Singapore $ 130,923 $ 106,870 $ 259,761 $ 215,958 United States of America 80,334 76,684 149,351 152,494 Europe 23,990 25,279 42,479 50,412 Other 59,537 31,452 99,261 65,886 Total net sales $ 294,784 $ 240,285 $ 550,852 $ 484,750 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 . 13 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 Six Months Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Numerator: Net income (loss) $ 998 $ ( 9,408 ) $ ( 1,471 ) $ ( 13,967 ) Denominator: Basic weighted average ordinary shares outstanding 35,397,839 34,179,382 35,002,436 34,088,873 Dilutive effect of options 10,555 — — — Dilutive effect of RSUs 862,799 — — — Dilutive effect of ESPP 31,086 — — — Diluted weighted average ordinary shares outstanding 36,302,279 34,179,382 35,002,436 34,088,873 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 income (loss) per share: Basic $ 0.03 $ ( 0.28 ) $ ( 0.04 ) $ ( 0.41 ) Diluted $ 0.03 $ ( 0.28 ) $ ( 0.04 ) $ ( 0.41 ) (1) Represents potentially dilutive options and RSUs excluded from the calculation of diluted weighted average ordinary shares outstanding, because including them would have been antidilutive under the treasury stock method. Note 12 - Restructuring In the third quarter of 2025, our Board of Directors approved the Consolidation Restructuring Plan (the "Plan"), which was subsequently amended in the fourth quarter of 2025. 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 June 26, 2026 are as follows: Impairment of inventory 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. 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 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. 14 Impairment of operating right-of-use assets 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. Severance charges 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. As of June 26, 2026, we made severance payments of $ 1.7 million. Other Costs 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 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. As of June 26, 2026, we are substantially complete with the Consolidation Restructuring Plan. 15