ichr-20260626

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 June 26, 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 July 28, 2026, the registrant had 37,454,229 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	5
	Notes to Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4.	CONTROLS AND PROCEDURES	26

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	27
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	27
ITEM 4.	MINE SAFETY DISCLOSURES	27
ITEM 5.	OTHER INFORMATION	27
ITEM 6.	EXHIBITS	28

	SIGNATURES	29

PART I – FINANCIAL INFORMATION

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.

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.

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


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.

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.

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.

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.


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.


Note 4 – Int