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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 27, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-37961

_________________________________________________________________________________________________________________________

ICHOR HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________________________________________________________________________


Cayman Islands						Not Applicable
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
3185 Laurelview Ct. Fremont, California						94538
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (510) 897-5200

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001	ICHR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non‑accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes o No x

As of April 28, 2026, the registrant had 34,750,310 ordinary shares, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Shareholders ’ Equity	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4.	CONTROLS AND PROCEDURES	23

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	24
ITEM 1A.	RISK FACTORS	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	MINE SAFETY DISCLOSURES	24
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	25

	SIGNATURES	26

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 27, 2026		December 26, 2025
Assets
Current assets:
Cash and cash equivalents	$	89,089	$	98,290
Accounts receivable, net	93,067		70,514
Inventories	252,299		231,794
Prepaid expenses and other current assets	7,639		9,531
Total current assets	442,094		410,129
Property and equipment, net	103,551		103,922
Operating lease right-of-use assets	35,126		35,046
Other noncurrent assets	13,664		13,638
Deferred tax assets, net	4,338		4,337
Intangible assets, net	38,327		40,405
Goodwill	335,402		335,402
Total assets	$	972,502	$	942,879
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	108,175	$	84,007
Accrued liabilities	16,528		17,479
Other current liabilities	13,516		10,602
Current portion of long-term debt	6,250		6,250
Current portion of lease liabilities	12,203		11,250
Total current liabilities	156,672		129,588
Long-term debt, less current portion, net	115,793		117,278
Lease liabilities, less current portion	24,419		25,413
Deferred tax liabilities, net	2,627		1,961
Other non-current liabilities	4,977		4,753
Total liabilities	304,488		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; 34,744,772 and 34,433,776 shares outstanding, respectively; 39,182,211 and 38,871,215 shares issued, respectively)	3		3
Additional paid in capital	630,988		624,391
Treasury shares at cost (4,437,439 shares)	(91,578)		(91,578)
Retained earnings	128,601		131,070
Total shareholders’ equity	668,014		663,886
Total liabilities and shareholders’ equity	$	972,502	$	942,879

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

ICHOR HOLDINGS, LTD.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended
	March 27, 2026		March 28, 2025
Net sales	$	256,068	$	244,465
Cost of sales	223,810		215,943
Gross profit	32,258		28,522
Operating expenses:
Research and development	5,530		5,874
Selling, general, and administrative	22,565		21,742
Amortization of intangible assets	2,078		2,078
Total operating expenses	30,173		29,694
Operating income (loss)	2,085		(1,172)
Interest expense, net	1,678		1,646
Other expense, net	323		81
Income (loss) before income taxes	84		(2,899)
Income tax expense	2,553		1,660
Net loss	$	(2,469)	$	(4,559)
Net loss per share
Basic	$	(0.07)	$	(0.13)
Diluted	$	(0.07)	$	(0.13)
Shares used to compute Net loss per share:
Basic	34,607,033		33,998,364
Diluted	34,607,033		33,998,364

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

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ended March 27, 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


For the three months ended March 28, 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

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

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended
	March 27, 2026		March 28, 2025
Cash flows from operating activities:
Net loss	$	(2,469)	$	(4,559)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	7,654		8,058

Share-based compensation	3,833		4,123

Deferred income taxes	665		247

Amortization of debt issuance costs	78		116



Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(22,553)		6,760
Inventories	(20,505)		(13,352)
Prepaid expenses and other assets	2,856		2,837
Accounts payable	27,382		14,307
Accrued liabilities	(531)		1,804
Other liabilities	673		(1,364)
Net cash provided by (used in) operating activities	(2,917)		18,977
Cash flows from investing activities:
Capital expenditures	(7,065)		(18,481)




Net cash used in investing activities	(7,065)		(18,481)
Cash flows from financing activities:

Issuance of ordinary shares under share-based compensation plans	4,766		4,004
Employees' taxes paid upon vesting of restricted share units	(2,422)		(2,013)




Repayments on term loan	(1,563)		(1,875)
Net cash provided by financing activities	781		116
Net increase (decrease) in cash	(9,201)		612
Cash at beginning of period	98,290		108,669
Cash at end of period	$	89,089	$	109,281
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	1,959	$	2,251
Cash paid during the period for taxes, net of refunds	$	(686)	$	560
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	412	$	1,467
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,424	$	—

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

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 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.

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.

Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations.

Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales.

Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the product has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under Accounting Standards Codification ("ASC") Topic 460, Guarantees, and not as a separate performance obligation.

Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer, but payment is generally due within 15 to 60 days of purchase. Historically, we have not experienced significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein.

Accounting Pronouncements Recently Issued

In November 2024, the Financial Accounting Standards Board ("FASB") 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.


Note 2 – Inventories

Inventories consist of the following:


	March 27, 2026		December 26, 2025
Raw materials	$	195,204	$	204,166
Work in process	55,208		39,595
Finished goods	39,398		45,393
Excess and obsolete adjustment	(29,227)		(37,549)
Impairment of inventory	(8,284)		(19,811)
Total inventories	$	252,299	$	231,794


Note 3 – Property and Equipment and Other Noncurrent Assets

Property and equipment consist of the following:


	March 27, 2026		December 26, 2025
Machinery	$	140,599	$	141,095
Leasehold improvements	64,920		48,955
Computer software, hardware, and equipment	9,594		9,548
Office furniture, fixtures, and equipment	1,607		1,529
Vehicles	365		365
Construction-in-process	10,307		21,955
	227,392		223,447
Less accumulated depreciation	(123,841)		(119,525)
Total property and equipment, net	$	103,551	$	103,922

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

Cloud Computing Implementation Costs

We capitalize implementation costs associated with hosting arrangements that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system. The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $12.0 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. 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 first quarter of 2026 and 2025, respectively.


Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:


	March 27, 2026
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	$	71,583	$	(36,267)	$	—	$	35,316	9.9 years
Developed technology	11,047		(8,036)		—		3,011		10.0 years
Total intangible assets	$	82,630	$	(44,303)	$	—	$	38,327


	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.

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

The components of lease expense are as follows:


	Three Months Ended
	March 27, 2026		March 28, 2025
Operating lease cost	$	2,837	$	2,745

Supplemental cash flow information related to leases is as follows:


	Three Months Ended
	March 27, 2026		March 28, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,936	$	2,795

Supplemental balance sheet information related to leases is as follows:


	March 27, 2026	December 26, 2025
Weighted-average remaining lease term of operating leases	5.5 years	5.7 years
Weighted-average discount rate of operating leases	5.0%	4.9%

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


2026, remaining	$	9,150
2027	11,551
2028	6,104
2029	3,143
2030	2,828
Thereafter	10,023
Total future minimum lease payments	42,799
Less imputed interest	(6,177)
Total lease liabilities	36,622
Less current portion	(12,203)
Total lease liabilities, less current portion	$	24,419


Note 6 – Income Taxes

Income tax information for the periods reported is as follows:


	Three Months Ended
	March 27, 2026			March 28, 2025
Income tax expense	$	2,553		$	1,660
Income (loss) before income taxes	$	84		$	(2,899)
Effective income tax rate	3039.3		%	(57.3)		%

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. 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 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.


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


Note 8 – Long-Term Debt

Long‑term debt consists of the following:


	March 27, 2026		December 26, 2025
Term loan	$	123,437	$	125,000
Revolving credit facility	—		—
Total principal amount of long-term debt	123,437		125,000
Less unamortized debt issuance costs	(1,394)		(1,472)
Total long-term debt, net	122,043		123,528
Less current portion	(6,250)		(6,250)
Total long-term debt, less current portion, net	$	115,793	$	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. 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 March 27, 2026.

As of March 27, 2026, interest is charged at either the Base Rate or SOFR (as such terms are defined in the credit agreement) at our option, plus an applicable margin. 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 March 27, 2026, our credit facilities bore interest under the SOFR option at 5.92%.


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 shares to be used for awards under the Plan, subject to the applicable adjustment and share recycling provisions set forth in the 2025 plan. The 2025 Plan replaces the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (the "2016 Plan") in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan.

The 2025 Omnibus Incentive Plan provides for grants of share‑based awards to employees, directors, and consultants. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years, 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining three years. Upon vesting of RSUs, shares are withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $3.8 million and $4.1 million for the first quarter of 2026 and 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	(181,496)	$	23.62
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

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	9,743	—	—	$	28.54
Vested	(76,686)	—	(49,020)	$	30.84
Forfeited	(59,680)	(55,827)	(43,210)	$	30.35
Unvested, March 27, 2026	1,143,488	195,161	161,912	$	24.65

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 March 27, 2026, approximately 1.9 million ordinary shares remain available for purchase under 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 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
	March 27, 2026		March 28, 2025
Singapore	$	128,838	$	109,088
United States of America	69,017		75,810
Europe	18,489		25,133
Other	39,724		34,434
Total net sales	$	256,068	$	244,465

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.


Note 11 – Earnings per Share

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


	Three Months Ended
	March 27, 2026		March 28, 2025
Numerator:
Net loss	$	(2,469)	$	(4,559)
Denominator:
Basic weighted average ordinary shares outstanding	34,607,033		33,998,364
Dilutive effect of options	—		—
Dilutive effect of RSUs	—		—
Dilutive effect of ESPP	—		—
Diluted weighted average ordinary shares outstanding	34,607,033		33,998,364
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1)	1,998,000		1,783,000
Net loss per share:
Basic	$	(0.07)	$	(0.13)
Diluted	$	(0.07)	$	(0.13)

(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 March 27, 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. 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.

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. 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. 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. 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.

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 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. 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Cautionary Statement Concerning Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate," “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include geopolitical, economic and market conditions, including high inflation, changes to tax, trade, fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Ukraine and the Middle East; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers (“OEMs”) for a significant portion of sales; being unable to attract, hire, integrate and retain key personnel and other necessary employees; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by OEMs in order to retain our existing customers and obtain new customers; becoming involved in litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation; our dependence on a limited number of suppliers; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our Annual Report on Form 10‑K for the fiscal year ended December 26, 2025 (“2025 Annual Report on Form 10-K”) and our other filings with the Securities and Exchange Commission (“SEC”). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in this report and in our 2025 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated unaudited financial statements and related notes included elsewhere in this report.


Overview

We 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.

Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most OEMs outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage their suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.

We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, and Mexico.

The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric. For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP metrics, please refer below to the section entitled Non-GAAP Financial Results within this report.


	Three Months Ended
	March 27, 2026			March 28, 2025
	(dollars in thousands, except per share amounts)
Net sales	$	256,068		$	244,465
Gross margin	12.6		%	11.7		%
Non-GAAP gross margin	12.8		%	12.4		%
Operating margin	0.8		%	(0.5)		%
Non-GAAP operating margin	3.4		%	2.7		%
Net loss	$	(2,469)		$	(4,559)
Non-GAAP net income	$	5,287		$	4,236
Diluted EPS	$	(0.07)		$	(0.13)
Non-GAAP diluted EPS	$	0.15		$	0.12


Macroeconomic Conditions and Business Update

The semiconductor capital equipment industry is inherently cyclical. Overall semiconductor equipment spending in 2025 increased compared to 2024 levels, and this momentum has continued into the first quarter of 2026, characterized by robust demand in our primary markets of etch and deposition. During the three months ended March 27, 2026, our net sales increased to $256.1 million, compared to $244.5 million for the same period in the prior year. This increase reflects sustained demand from our primary customers and served markets.

To better align our global operations with evolving customer demand and drive operational efficiencies, we initiated a geographic footprint rationalization and restructuring plan in 2025. As part of this realignment, in 2025 we began transitioning certain manufacturing activities and relocating machining assets to our expanded high-volume facilities, which continued into the first quarter of 2026.

While we continue to benefit from the broader growth in the semiconductor equipment industry, our operations and financial results remain subject to significant risks and uncertainties within the global trade and regulatory landscape. Specifically, the global trade environment remains complex and volatile. The outcome of ongoing international trade negotiations and the imposition of new global tariffs create uncertainty that could materially affect our material costs, product pricing, and overall demand. In addition, the U.S. government continues to expand and refine export controls and licensing requirements aimed at restricting access to advanced semiconductor technology, particularly in China, which may reduce demand for certain equipment, disrupt our customers’ manufacturing plans, and adversely affect our global supply chain.

While macroeconomic, geopolitical, and regulatory challenges may persist in the near and intermediate term, we remain confident in our belief that long‑term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by increasing requirements for expanded semiconductor manufacturing capacity and advanced process technologies.


Results of Operations

The following table sets forth our unaudited results of operations for the periods presented. The period‑to‑period comparison of results is not necessarily indicative of results for future periods.


	Three Months Ended
	March 27, 2026		March 28, 2025
	(in thousands)
Net sales	$	256,068	$	244,465
Cost of sales	223,810		215,943
Gross profit	32,258		28,522
Operating expenses:
Research and development	5,530		5,874
Selling, general, and administrative	22,565		21,742
Amortization of intangible assets	2,078		2,078
Total operating expenses	30,173		29,694
Operating income (loss)	2,085		(1,172)
Interest expense, net	1,678		1,646
Other expense, net	323		81
Income (loss) before income taxes	84		(2,899)
Income tax expense	2,553		1,660
Net loss	$	(2,469)	$	(4,559)

The following table sets forth our unaudited results of operations as a percentage of our total sales for the periods presented.


	Three Months Ended
	March 27, 2026	March 28, 2025

Net sales	100.0	100.0
Cost of sales	87.4	88.3
Gross profit	12.6	11.7
Operating expenses:
Research and development	2.2	2.4
Selling, general, and administrative	8.8	8.9
Amortization of intangible assets	0.8	0.9
Total operating expenses	11.8	12.1
Operating income (loss)	0.8	(0.5)
Interest expense, net	0.7	0.7
Other expense, net	0.1	0.0
Income (loss) before income taxes	0.0	(1.2)
Income tax expense	1.0	0.7
Net loss	(1.0)	(1.9)


Comparison of the Three Months Ended March 27, 2026 and March 28, 2025

Net sales


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Net sales	$	256,068	$	244,465	$	11,603	4.7	%

The increase in net sales from the first quarter of 2025 to the first quarter of 2026 was primarily due to increased customer demand stemming from increased levels of spending within the semiconductor capital equipment industry in support of expanded semiconductor manufacturing capacity and advanced process technologies.

Gross margin


	Three Months Ended						Change
	March 27, 2026			March 28, 2025			Amount		%
	(dollars in thousands)
Cost of sales	$	223,810		$	215,943		$	7,867	3.6	%
Gross profit	$	32,258		$	28,522		$	3,736	13.1	%
Gross margin	12.6		%	11.7		%			+90 bps

The increase in gross margin from the first quarter of 2025 to the first quarter of 2026 was primarily due to severance charges of $1.1 million in the first quarter of 2025 that did not repeat in the first quarter of 2026 and increased factory utilization.

Research and development


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Research and development	$	5,530	$	5,874	$	(344)	(5.9)	%

The decrease in research and development expenses from the first quarter of 2025 to the first quarter of 2026 was primarily due to a decrease in employee-related expenses, partially offset by an increase in material and service costs from our new product development programs.

Selling, general, and administrative


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	22,565	$	21,742	$	823	3.8	%

The increase in selling, general, and administrative expenses from the first quarter of 2025 to the first quarter of 2026 was primarily due to increased employee-related expenses of $1.3 million and incremental restructuring and facility exit costs of $0.7 million, partially offset by decreased facility costs of $0.5 million, decreased severance costs of $0.4 million, and decreased outside service provider costs of $0.3 million.

Amortization of intangible assets


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Amortization of intangible assets	$	2,078	$	2,078	$	—	—	%

Amortization expense remained substantially unchanged from the first quarter of 2025 to the first quarter of 2026.

Interest expense, net


	Three Months Ended						Change
	March 27, 2026			March 28, 2025			Amount		%
	(dollars in thousands)
Interest expense, net	$	1,678		$	1,646		$	32	1.9	%
Weighted average borrowings outstanding	$	123,506		$	127,562		$	(4,056)	(3.2)	%
Weighted average borrowing rate	5.95		%	6.24		%			-29 bps

Interest expense, net, remained substantially unchanged from the first quarter of 2025 to the first quarter of 2026 due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, offset by lower interest income.

The reduction in our weighted average borrowings outstanding is due to the payment of our scheduled principal payments. The decrease in our weighted average borrowing rate was due to lower Secured Overnight Financing Rate ("SOFR") rates, the variable component of our borrowing rate (-74 bps), partially offset by higher applicable margin, the fixed component of our borrowing rate, under our third quarter 2025 credit agreement (+45 bps).

Other expense, net


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Other expense, net	$	323	$	81	$	242	298.8	%

The change in other expense, net from the first quarter of 2025 to the first quarter of 2026 was primarily due to currency exchange rate fluctuations during the quarter related to our local currency payables of our foreign operations.

Income tax expense


	Three Months Ended				Change
	March 27, 2026		March 28, 2025		Amount		%
	(dollars in thousands)
Income tax expense	$	2,553	$	1,660	$	893	53.8	%
Income (loss) before income taxes	$	84	$	(2,899)	$	2,983	(102.9)	%
Effective income tax rate	3039.3%		-57.3%				+309,660 bps

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 the Singapore tax holiday at the end of Q1 2026, and the impact of a valuation allowance against U.S. deferred tax assets, respectively.


Non‑GAAP Financial Results

Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income, and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, inventory impairment charges, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales.

Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. Other companies may calculate non-GAAP results differently or may use other measures to evaluate their performance, both of which could reduce the usefulness of our non-GAAP results as a tool for comparison.

Because of these limitations, you should consider non-GAAP results alongside other financial performance measures and results presented in accordance with GAAP. In addition, in evaluating non-GAAP results, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving non-GAAP results and you should not infer from our presentation of non-GAAP results that our future results will not be affected by these expenses or other discrete or infrequent charges and gains that are outside of normal business operations.

The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from GAAP gross profit, the most comparable GAAP measures, for the periods indicated:


	Three Months Ended
	March 27, 2026			March 28, 2025
	(dollars in thousands)
U.S. GAAP gross profit	$	32,258		$	28,522
Non-GAAP adjustments:

Share-based compensation	545			707

Facility shutdown costs (1)	—			304
Other (2)	—			783
Non-GAAP gross profit	$	32,803		$	30,316
U.S. GAAP gross margin	12.6		%	11.7		%
Non-GAAP gross margin	12.8		%	12.4		%

(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the first quarter of 2025 is severance costs associated with affected employees of $0.3 million.

(2)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from GAAP operating income (loss), the most comparable GAAP measures, for the periods indicated:


	Three Months Ended
	March 27, 2026			March 28, 2025
	(dollars in thousands, except per share amounts)
U.S. GAAP operating income (loss)	$	2,085		$	(1,172)
Non-GAAP adjustments:
Restructuring plan costs (1)	549			—
Share-based compensation	3,833			4,123
Amortization of intangible assets	2,078			2,078


Facility shutdown costs (2)	114			592
Other (3)	—			954

Non-GAAP operating income	$	8,659		$	6,575
U.S. GAAP operating margin	0.8		%	(0.5)		%
Non-GAAP operating margin	3.4		%	2.7		%

(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the first quarter of 2026 are: other direct and incremental restructuring related costs of $0.4 million and fixed asset charges of $0.1 million.

(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the first quarter of 2026 and for the first quarter of 2025 are other direct and incremental facility exit-related costs of $0.1 million and severance costs associated with affected employees of $0.6 million, respectively.

(3)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

The following table presents our unaudited non‑GAAP net income and non-GAAP diluted EPS and a reconciliation from net loss, the most comparable GAAP measure, for the periods indicated. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments."


	Three Months Ended
	March 27, 2026		March 28, 2025
	(dollars in thousands, except per share amounts)
U.S. GAAP net loss	$	(2,469)	$	(4,559)
Non-GAAP adjustments:
Share-based compensation	3,833		4,123
Amortization of intangible assets	2,078		2,078


Restructuring plan costs (1)	549		—
Facility shutdown costs (2)	114		592
Other (3)	—		954


Tax adjustments related to non-GAAP adjustments (4)	1,182		711
Tax expense from valuation allowance (5)	—		337
Non-GAAP net income	$	5,287	$	4,236
U.S. GAAP diluted EPS	$	(0.07)	$	(0.13)
Non-GAAP diluted EPS	$	0.15	$	0.12
Shares used to compute non-GAAP diluted EPS	35,297,664		34,206,989

(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the first quarter of 2026 are other direct and incremental restructuring related costs of $0.4 million and fixed asset charges of $0.1 million.

(3)Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

(4)Adjusts GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis.

(5)During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Scotland and Korea operations.


Liquidity and Capital Resources

The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements. Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions.

Material Cash Requirements

Our primary liquidity requirements arise from: (i) working capital requirements, including procurement of raw materials inventory for use in our factories and employee-related costs, (ii) business acquisitions, (iii) interest and principal payments under our credit facilities, (iv) research and development investments and capital expenditures, (v) payment of income taxes, and (vi) payments associated with our noncancellable leases and related occupancy costs. We have no significant long-term purchase commitments related to procuring raw materials inventory. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance and are therefore subject to prevailing global macroeconomic conditions, such as interest rates, increased tariffs and retaliatory trade policies, geopolitical events, and financial, business, and other factors, some of which are beyond our control.

We believe that our cash and cash equivalents, the amounts available under our credit facilities, and our operating cash flow will be sufficient to fund our business and our current obligations for at least the next 12 months and beyond.

Sources and Conditions of Liquidity

Our ongoing sources of liquidity to fund our material cash requirements are primarily derived from: (i) sales to our customers and the related changes in our net operating assets and liabilities and (ii) proceeds from our credit facilities and equity offerings, when applicable.

Summary of Cash Flows

We ended the first quarter of 2026 with cash and cash equivalents of $89.1 million, a decrease of $9.2 million from the prior year ended December 26, 2025. The decrease of $9.2 million for the first quarter of 2026 was primarily due to capital expenditures of $7.1 million and cash used in operating activities of $2.9 million.

The following table sets forth a summary of operating, investing, and financing activities for the periods presented:


	Three Months Ended
	March 27, 2026		March 28, 2025
	(in thousands)
Cash provided by (used in) operating activities	$	(2,917)	$	18,977
Cash used in investing activities	(7,065)		(18,481)
Cash provided by financing activities	781		116
Net increase (decrease) in cash	$	(9,201)	$	612

Our cash used in operating activities of $2.9 million for the first quarter of 2026 consisted of an increase in our net operating assets and liabilities of $12.7 million and a net loss of $2.5 million, partially offset by non-cash charges of $12.2 million, consisting primarily of depreciation and amortization of $7.7 million and share-based compensation expense of $3.8 million.

The increase in our net operating assets and liabilities of $12.7 million during the first quarter of 2026 was primarily due to an increase in accounts receivable of $22.6 million and an increase in inventory of $20.5 million, partially offset by an increase in accounts payable of $27.4 million, and a decrease in prepaid expenses and other assets of $2.9 million. The decrease in cash provided by operating activities from the three months ended March 28, 2025 to the three months ended March 27, 2026 was primarily due to unfavorable changes in working capital of $23.7 million and a decrease in net non-cash charges of $0.3 million, partially offset by a decrease in net loss of $2.1 million.

Cash used in investing activities during the three months ended March 27, 2026 and March 28, 2025 consisted of capital expenditures.

Cash provided by financing activities during the three months ended March 27, 2026 consisted of net proceeds from share-based compensation activity of $2.3 million, partially offset by net payments on our credit facilities of $1.6 million. The increase in cash provided by financing activities from the three months ended March 28, 2025 to the three months ended March 27, 2026 was primarily due to an increase in the net proceeds from share-based compensation activity of $0.4 million.


Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are identified and described in our annual consolidated financial statements and the notes included in our 2025 Annual Report on Form 10‑K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please see our 2025 Annual Report on Form 10-K (Part II, Item 7A). There have been no material changes to this information.

ITEM 4. 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 Securities Exchange Act of 1934, as amended (the "Exchange Act”)) as of the end of the period covered by this report. 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 the evaluation of our disclosure controls and procedures as required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act, our certifying officers concluded that our disclosure controls and procedures were effective as of March 27, 2026.


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.


Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

At this time, neither we nor any of our subsidiaries is a party to, and none of our respective property is the subject of, any legal proceeding that, if determined adversely to us, would have a material adverse effect on us.

ITEM 1A. RISK FACTORS

This quarterly report should be read in conjunction with the risk factors included in our 2025 Annual Report on Form 10‑K. These risk factors do not identify all risks that we face – our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

On February 26, 2026, Greg Swyt, Chief Financial Officer, entered into a 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement provides for the potential sale of an aggregate of up to 63,273 of ordinary shares, consisting of sellable shares, vesting restricted stock units, and vesting performance shares. The actual amount of which may be less based on tax withholdings and the achievement of performance, market, and service conditions. These shares were granted to Mr. Swyt under our 2016 and 2025 Omnibus Incentive Plans. The trading arrangement will expire on April 30, 2027, and may be terminated earlier in the limited circumstances defined in the trading arrangement.

On March 5, 2026, Philip Barros, Chief Executive Officer and a director of the Company, entered into a 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement provides for the potential sale of an aggregate of up to 74,239 of ordinary shares, consisting of sellable shares, vested stock options, vesting restricted stock units, and vesting performance shares. The actual amount of which may be less based on tax withholdings and the achievement of performance, market, and service conditions. These shares were granted to Mr. Barros under our 2016 and 2025 Omnibus Incentive Plans. The trading arrangement will expire on March 31, 2027, and may be terminated earlier in the limited circumstances defined in the trading arrangement.

ITEM 6. EXHIBITS


Exhibit Number						Description

31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS*						Inline XBRL Instance 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 (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith.

**Furnished herewith and not filed.

SIGNATURES

Pursuant to the requirements 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.


	ICHOR HOLDINGS, LTD.

Date: May 5, 2026	By:	/s/ Philip Barros
		Philip Barros
		Chief Executive Officer (Principal Executive Officer)

Date: May 5, 2026	By:	/s/ Greg Swyt
		Greg Swyt
		Chief Financial Officer (Principal Accounting and Financial Officer)

ICHOR HOLDINGS, LTD. 10-Q