Ichor Holdings, Ltd 8-K, filed Nov 2, 2026
Ichor Holdings, Ltd. (ICHR)
8-K
2026-11-02
For: 2026-11-02
View Original
Added on
November 02, 2026
About this 8-K
Ichor Holdings, Ltd filed this 8-K on November 2, 2026.
Ichor Holdings reported third quarter 2026 revenue of $328.7 million, GAAP diluted EPS of $0.55 and non-GAAP diluted EPS of $0.63, with fourth quarter revenue outlook of $345 million to $365 million and non-GAAP diluted EPS of $0.65 to $0.75. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________________________________________________________________________________________________________
FORM 8-K
____________________________________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2026
____________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________________________________________________________
| Not Applicable | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (510 ) 897-5200
Not Applicable
(Former name or former address, if changed since last report)
____________________________________________________________________________________________________________________________________________________
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§ 240.12b‑2 of this chapter).
Emerging growth company o
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
Item 2.02 Results of Operations and Financial Condition
On November 2, 2026 , Ichor Holdings, Ltd. (the “Company”) issued a press release announcing third quarter 2026 financial results. A copy of the press release is furnished with this Form 8‑K as Exhibit 99.1. The Company is furnishing this information in connection with its previously announced webcast conference call to be held on November 2, 2026 , at 1:30 p.m. PT to discuss these results.
The Company makes reference to certain non‑GAAP financial measures, including non‑GAAP gross profit, non-GAAP operating income, non-GAAP net income, non‑GAAP diluted EPS, and free cash flow. The press release contains a reconciliation of each non‑GAAP measure to the directly comparable GAAP measure.
The information contained under this Item 2.02 of this Current Report on Form 8‑K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
The Company uses the “Investors” section of its website (ir.ichorsystems.com) as a means of disclosing material non‑public information and for complying with its disclosure obligations under Regulation FD.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 hereunto duly authorized.
| ICHOR HOLDINGS, LTD. | |||||
Date: | /s/ Greg Swyt | ||||
| Greg Swyt | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
Ichor Holdings, Ltd. Announces Third Quarter 2026 Financial Results
FREMONT, Calif., November 2, 2026–Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment, today announced third quarter 2026 financial results.
Third quarter 2026 highlights:
•Revenue of $328.7 million, up 12% compared to Q2 2026 and up 37% compared to Q3 2025;
•Gross margin of 15.8% on a GAAP basis and 16.0% on a non‑GAAP basis; and
•Earnings per share of $0.55 on a GAAP basis and $0.63 on a non-GAAP basis.
“We are pleased to report another quarter of strong growth and expanding profitability, as the strategic priorities we laid out a year ago continue to translate into results,” commented Phil Barros, Ichor’s CEO. “We are executing an exceptionally steep revenue ramp, with third-quarter revenues up nearly 50% from the fourth quarter of 2025. This unprecedented three-quarter revenue increase for Ichor, executed in parallel with three straight quarters of meaningful gross margin expansion, is driving strong earnings leverage during what we believe are still the early stages of the historic semiconductor cycle underway. The ongoing realignment of our global footprint into our volume manufacturing sites and the steady increase in proprietary Ichor content are delivering the operating model improvements we planned."
“Customer demand remains robust, with visibility extending well into 2027,” continued Mr. Barros. “Our outlook for the fourth quarter indicates continued sequential growth in revenues, gross margin, and earnings per share. We are investing to support our customers’ growth well beyond this year, and we expect the structural improvements in our operating model will help further earnings leverage as revenues continue to ramp.”
| Q3 2026 | Q2 2026 | Q3 2025 | |||||||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | |||||||||||||||||||||||||||||
| U.S. GAAP Financial Results: | |||||||||||||||||||||||||||||
| Net sales | $ | 328,699 | $ | 294,784 | $ | 239,296 | |||||||||||||||||||||||
| Gross margin | 15.8 | % | 13.9 | % | 4.6 | % | |||||||||||||||||||||||
| Operating margin | 6.9 | % | 2.4 | % | (8.1) | % | |||||||||||||||||||||||
| Net income (loss) | $ | 20,947 | $ | 998 | $ | (22,853) | |||||||||||||||||||||||
| Diluted EPS | $ | 0.55 | $ | 0.03 | $ | (0.67) | |||||||||||||||||||||||
| Q3 2026 | Q2 2026 | Q3 2025 | |||||||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | |||||||||||||||||||||||||||||
| Non-GAAP Financial Results: | |||||||||||||||||||||||||||||
| Gross margin | 16.0 | % | 14.1 | % | 5.1 | % | |||||||||||||||||||||||
| Operating margin | 8.6 | % | 5.5 | % | (4.8) | % | |||||||||||||||||||||||
| Net income (loss) | $ | 24,218 | $ | 12,172 | $ | (14,411) | |||||||||||||||||||||||
| Diluted EPS | $ | 0.63 | $ | 0.34 | $ | (0.42) | |||||||||||||||||||||||
U.S. GAAP Financial Results Overview | ||
For the third quarter of 2026, revenue was $328.7 million, net income was $20.9 million, and diluted earnings per share (“diluted EPS”) was $0.55. This compares to revenue of $294.8 million and $239.3 million, net income (loss) of $1.0 million and $(22.9) million, and diluted EPS of $0.03 and $(0.67), for the second quarter of 2026 and third quarter of 2025, respectively.
Non-GAAP Financial Results Overview | ||
For the third quarter of 2026, non-GAAP net income was $24.2 million and non-GAAP diluted EPS was $0.63. This compares to non-GAAP net income (loss) of $12.2 million and $(14.4) million, and non-GAAP diluted EPS of $0.34 and $(0.42), for the second quarter of 2026 and third quarter of 2025, respectively.
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Fourth Quarter 2026 Financial Outlook | ||
For the fourth quarter of 2026, we expect the following:
| Low-End | Mid-Point | High-End | |||||||||||||||||||||||||||
| Revenue | $345 million | $355 million | $365 million | ||||||||||||||||||||||||||
| GAAP diluted EPS | $0.50 | $0.55 | $0.60 | ||||||||||||||||||||||||||
| Non-GAAP diluted EPS | $0.65 | $0.70 | $0.75 | ||||||||||||||||||||||||||
This outlook for non‑GAAP diluted EPS excludes amortization of intangible assets of approximately $1.9 million and share-based compensation expense of approximately $4.0 million, as well as the related income tax effects. Non-GAAP diluted EPS should be considered in addition to, but not as a substitute for, our financial information presented in accordance with GAAP.
Balance Sheet and Cash Flow Results | ||
We ended the third quarter of 2026 with cash and cash equivalents of $213.5 million, a decrease of $43.0 million from the prior quarter and an increase of $115.2 million from the prior year ended December 26, 2025.
The decrease of $43.0 million for the third quarter of 2026 was due to net cash used in operating activities of $28.8 million, capital expenditures of $10.7 million, issuance of ordinary shares under share-based compensation plans net of employees' taxes paid upon vesting of restricted share units of $1.9 million, and payments on credit facilities of $1.6 million. The increase of $115.2 million from the prior year ended December 26, 2025 was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares, partially offset by net cash used in operating activities of $47.6 million, capital expenditures of $25.5 million, payments on credit facilities of $4.7 million, and the issuance of ordinary shares under share-based compensation plans net of employees' taxes paid upon vesting of restricted share units of $2.3 million.
Our cash used in operating activities of $28.8 million for the third quarter of 2026 consisted of an increase in our net operating assets and liabilities of $58.8 million, partially offset by net income of $20.9 million and net non-cash charges of $9.1 million. Net non-cash charges consist primarily of depreciation and amortization of $7.5 million and share-based compensation expense of $2.8 million, partially offset by unfavorable changes in deferred income taxes of $1.3 million.
Our cash used in operating activities of $47.6 million for the nine months ended September 25, 2026 consisted of an increase in our net operating assets and liabilities of $103.5 million, partially offset by net non-cash charges of $36.4 million, consisting primarily of depreciation and amortization of $22.4 million, share-based compensation expense of $11.2 million, loss on disposal of equipment of $1.3 million, and the impairment of lease right-of-use assets of $0.9 million, and a net income of $19.5 million.
The increase in our net operating assets and liabilities of $58.8 million during the third quarter of 2026 was primarily due to an increase in inventory of $39.5 million and an increase in accounts receivable of $36.0 million, partially offset by an increase in accrued and other liabilities of $7.2 million, an increase in accounts payable of $7.1 million, and a decrease in prepaid expenses and other assets of $2.4 million.
The increase in our net operating assets and liabilities of $103.5 million for the nine months ended September 25, 2026 was primarily due to an increase in inventory of $98.4 million and an increase in accounts receivable of $70.1 million, partially offset by an increase in accounts payable of $50.1 million, and an increase in accrued and other liabilities of $7.8 million, and a decrease in prepaid expenses and other assets of $7.1 million.
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Use of Non-GAAP Financial Results | ||
In addition to U.S. GAAP ("GAAP") results, this press release also contains non-GAAP financial results, including non‑GAAP gross profit, non‑GAAP operating income, non‑GAAP net income (loss), non‑GAAP diluted EPS, and free cash flow. Management uses 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. Non-GAAP gross profit, operating income, and net income 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, restructuring plan costs, loss on extinguishment of debt, contract and legal settlement gains and losses, facility shutdown costs, 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) the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including the impact of deferred tax asset valuation allowances. 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 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. Free cash flow is defined as cash provided by or used in operating activities, less capital expenditures. Tables showing these metrics on a GAAP and non-GAAP basis, with reconciliation footnotes thereto, are included at the end of this press release. Beginning in the second quarter of 2026, we revised the definition of non-GAAP financial measures to no longer exclude inventory impairment charges. Prior period non-GAAP financial measures have been recast to conform to our current definition.
Non-GAAP results have limitations as analytical tools, and you should not consider them in isolation or as substitutes 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 tools 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.
Conference Call | ||
We will conduct a conference call to discuss our third quarter 2026 results and business outlook today at 1:30 p.m. PT.
To listen to a live webcast of the call, please visit our investor relations website at https://ir.ichorsystems.com, or go to the live link at https://www.webcast-eqs.com/ichorq3_26.
To listen via telephone, please call (877) 407‑0989 (domestic) or +1 (201) 389‑0921 (international), conference ID: 13762912. After the call, an on-demand replay will be available at the same webcast link.
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About Ichor | ||
Ichor is a leader in the design, engineering, and manufacturing of critical gas delivery subsystems and precision components for semiconductor capital equipment as well as commercial space and defense applications. We combine expertise in gas delivery system integration with the design and manufacturing of components used within these systems, providing semiconductor equipment manufacturers with a comprehensive supply partner. Our gas delivery subsystems precisely deliver, monitor, and control the specialized gases used in semiconductor manufacturing processes such as etch and deposition, as well as advanced lithography. Our broader capabilities include precision machining, weldments, and chemical delivery subsystems. We are headquartered in Fremont, California. https://ir.ichorsystems.com.
We use a 52- or 53-week fiscal year ending on the last Friday in December. The three-month periods ended September 25, 2026, June 26, 2026, and September 26, 2025 were each 13 weeks. References to the third quarter of 2026, second quarter of 2026, and third quarter of 2025 relate to the three-month periods then ended. Our fiscal years ended December 25, 2026 and December 26, 2025 are each 52 weeks. References to 2026 and 2025 relate to the fiscal years then ended.
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Safe Harbor Statement | ||
Certain statements in this press release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “contemplate,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “see,” “seek,” “target,” “would” and similar expressions or variations or negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, but are not limited to, statements regarding our outlook for our fourth fiscal quarter of 2026 and beyond, statements regarding the current business environment, revenue levels in 2026 and beyond, manufacturers’ investment in wafer fabrication equipment, our investment in research and development of new products, acquiring new business, and company and industry growth and performance in 2026 and beyond, as well as any other statement that does not directly relate to any historical fact. Such forward-looking statements are based on management’s current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Our actual results and outcomes could differ materially from those included in these forward-looking statements as a result of various factors, including, but not limited to: 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 Iran, Ukraine and the Middle East; being unable to attract, hire, integrate and retain key personnel and other necessary employees; 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; 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 of our products, and result in potentially costly litigation; and our dependence on a limited number of suppliers. Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors, and uncertainties identified in the "Risk Factors" section of our Annual Report on Form 10‑K for the year ended December 26, 2025 and any other periodic reports or other documents that we may file with the SEC.
All forward-looking statements in this press release are based upon information available to us as of the date hereof, and qualified in their entirety by this cautionary statement. We undertake no obligation to update or revise any forward-looking statements contained herein, whether as a result of actual results, changes in our expectations, future events or developments, or otherwise, except as required by law.
Contact:
Greg Swyt, CFO 510-897-5200
Claire McAdams, IR & Strategic Initiatives 530-265-9899
ir@ichorsystems.com
Source: Ichor Holdings, Ltd.
Page 5 of 12
ICHOR HOLDINGS, LTD.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)
| September 25, 2026 | June 26, 2026 | December 26, 2025 | September 26, 2025 | ||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 213,503 | $ | 256,456 | $ | 98,290 | $ | 92,500 | |||||||||||||||||||||
| Accounts receivable, net | 140,607 | 104,652 | 70,514 | 84,400 | |||||||||||||||||||||||||
| Inventories | 330,242 | 290,707 | 231,794 | 241,680 | |||||||||||||||||||||||||
| Prepaid expenses and other current assets | 18,509 | 7,511 | 9,531 | 6,362 | |||||||||||||||||||||||||
| Total current assets | 702,861 | 659,326 | 410,129 | 424,942 | |||||||||||||||||||||||||
| Property and equipment, net | 105,204 | 107,840 | 103,922 | 110,373 | |||||||||||||||||||||||||
| Operating lease right-of-use assets | 30,690 | 31,364 | 35,046 | 37,059 | |||||||||||||||||||||||||
| Other noncurrent assets | 13,338 | 13,569 | 13,638 | 14,208 | |||||||||||||||||||||||||
| Deferred tax assets, net | 4,452 | 4,374 | 4,337 | 2,116 | |||||||||||||||||||||||||
| Intangible assets, net | 34,539 | 36,416 | 40,405 | 42,483 | |||||||||||||||||||||||||
| Goodwill | 335,402 | 335,402 | 335,402 | 335,402 | |||||||||||||||||||||||||
| Total assets | $ | 1,226,486 | $ | 1,188,291 | $ | 942,879 | $ | 966,583 | |||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||
| Accounts payable | $ | 136,009 | $ | 125,717 | $ | 84,007 | $ | 92,600 | |||||||||||||||||||||
| Accrued liabilities | 24,988 | 18,522 | 17,479 | 18,315 | |||||||||||||||||||||||||
| Other current liabilities | 18,166 | 15,565 | 10,602 | 9,488 | |||||||||||||||||||||||||
| Current portion of long-term debt | 6,250 | 6,250 | 6,250 | 6,250 | |||||||||||||||||||||||||
| Current portion of lease liabilities | 11,990 | 12,093 | 11,250 | 11,337 | |||||||||||||||||||||||||
| Total current liabilities | 197,403 | 178,147 | 129,588 | 137,990 | |||||||||||||||||||||||||
| Long-term debt, less current portion, net | 112,823 | 114,308 | 117,278 | 117,201 | |||||||||||||||||||||||||
| Lease liabilities, less current portion | 20,676 | 21,491 | 25,413 | 28,334 | |||||||||||||||||||||||||
| Deferred tax liabilities, net | 2,552 | 3,781 | 1,961 | 1,555 | |||||||||||||||||||||||||
| Other noncurrent liabilities | 5,104 | 5,067 | 4,753 | 5,326 | |||||||||||||||||||||||||
| Total liabilities | 338,558 | 322,794 | 278,993 | 290,406 | |||||||||||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||||||||||||||
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) | — | — | — | — | |||||||||||||||||||||||||
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 37,557,045, 37,383,592, 34,433,776, and 34,377,891 shares outstanding, respectively; 37,557,045, 37,383,592, 38,871,215, and 38,815,330 shares issued, respectively) | 4 | 4 | 3 | 3 | |||||||||||||||||||||||||
| Additional paid-in capital | 737,378 | 735,894 | 624,391 | 620,721 | |||||||||||||||||||||||||
Treasury shares at cost (0, 0, 4,437,439, and 4,437,439 shares, respectively) | — | — | (91,578) | (91,578) | |||||||||||||||||||||||||
| Retained earnings | 150,546 | 129,599 | 131,070 | 147,031 | |||||||||||||||||||||||||
| Total shareholders’ equity | 887,928 | 865,497 | 663,886 | 676,177 | |||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 1,226,486 | $ | 1,188,291 | $ | 942,879 | $ | 966,583 | |||||||||||||||||||||
Page 6 of 12
ICHOR HOLDINGS, LTD.
Consolidated Statement of Operations
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||||||||||||||
| Net sales | $ | 328,699 | $ | 294,784 | $ | 239,296 | $ | 879,551 | $ | 724,046 | |||||||||||||||||||||||||||||||
| Cost of sales | 276,651 | 253,801 | 228,227 | 754,262 | 657,253 | ||||||||||||||||||||||||||||||||||||
| Gross profit | 52,048 | 40,983 | 11,069 | 125,289 | 66,793 | ||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||
| Research and development | 5,820 | 7,772 | 5,898 | 19,122 | 17,482 | ||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 21,541 | 24,105 | 22,519 | 68,211 | 68,515 | ||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 1,877 | 1,911 | 2,077 | 5,866 | 6,233 | ||||||||||||||||||||||||||||||||||||
| Total operating expenses | 29,238 | 33,788 | 30,494 | 93,199 | 92,230 | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 22,810 | 7,195 | (19,425) | 32,090 | (25,437) | ||||||||||||||||||||||||||||||||||||
| Interest expense, net | 440 | 1,453 | 1,653 | 3,571 | 4,934 | ||||||||||||||||||||||||||||||||||||
| Other expense, net | 99 | 332 | 1,092 | 754 | 1,366 | ||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 22,271 | 5,410 | (22,170) | 27,765 | (31,737) | ||||||||||||||||||||||||||||||||||||
| Income tax expense | 1,324 | 4,412 | 683 | 8,289 | 5,083 | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 20,947 | $ | 998 | $ | (22,853) | $ | 19,476 | $ | (36,820) | |||||||||||||||||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||||||||||||||||||||
| Basic | $ | 0.56 | $ | 0.03 | $ | (0.67) | $ | 0.54 | $ | (1.08) | |||||||||||||||||||||||||||||||
| Diluted | $ | 0.55 | $ | 0.03 | $ | (0.67) | $ | 0.53 | $ | (1.08) | |||||||||||||||||||||||||||||||
| Shares used to compute net income (loss) per share: | |||||||||||||||||||||||||||||||||||||||||
| Basic | 37,478,751 | 35,397,839 | 34,346,172 | 35,827,875 | 34,174,639 | ||||||||||||||||||||||||||||||||||||
| Diluted | 38,162,523 | 36,302,279 | 34,346,172 | 36,561,346 | 34,174,639 | ||||||||||||||||||||||||||||||||||||
Page 7 of 12
ICHOR HOLDINGS, LTD.
Consolidated Statements of Cash Flows
(in thousands) (unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 20,947 | $ | 998 | $ | (22,853) | $ | 19,476 | $ | (36,820) | |||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 7,497 | 7,203 | 7,404 | 22,354 | 23,461 | ||||||||||||||||||||||||||||||
| Impairment of inventory | — | — | 16,713 | — | 16,713 | ||||||||||||||||||||||||||||||
| Share-based compensation | 2,796 | 4,529 | 4,221 | 11,158 | 12,571 | ||||||||||||||||||||||||||||||
| Impairment of lease right-of-use assets | — | 938 | 359 | 938 | 1,651 | ||||||||||||||||||||||||||||||
| Deferred income taxes | (1,307) | 1,118 | 927 | 476 | 2,200 | ||||||||||||||||||||||||||||||
| Loss on disposal of equipment | — | 1,282 | 475 | 1,282 | 475 | ||||||||||||||||||||||||||||||
| Amortization of debt issuance costs | 77 | 77 | 117 | 232 | 349 | ||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | 169 | — | 169 | ||||||||||||||||||||||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||||||||||||||||||||||||||
| Accounts receivable, net | (35,955) | (11,585) | (3,579) | (70,093) | 2,219 | ||||||||||||||||||||||||||||||
| Inventories | (39,535) | (38,408) | 980 | (98,448) | (8,291) | ||||||||||||||||||||||||||||||
| Prepaid expenses and other assets | 2,390 | 1,808 | 2,789 | 7,054 | 7,566 | ||||||||||||||||||||||||||||||
| Accounts payable | 7,080 | 15,686 | 2,343 | 50,148 | 1,875 | ||||||||||||||||||||||||||||||
| Accrued liabilities | 7,011 | 1,378 | 2,483 | 7,858 | 2,788 | ||||||||||||||||||||||||||||||
| Other liabilities | 173 | (899) | (3,301) | (53) | (6,210) | ||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | (28,826) | (15,875) | 9,247 | (47,618) | 20,716 | ||||||||||||||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||||||||||||||
| Capital expenditures | (10,708) | (7,768) | (7,148) | (25,541) | (32,920) | ||||||||||||||||||||||||||||||
| Net cash used in investing activities | (10,708) | (7,768) | (7,148) | (25,541) | (32,920) | ||||||||||||||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares, net of fees and expenses | — | 195,380 | — | 195,380 | — | ||||||||||||||||||||||||||||||
| Issuance of ordinary shares under share-based compensation plans | 604 | 1,418 | 618 | 6,788 | 5,272 | ||||||||||||||||||||||||||||||
| Employees' taxes paid upon vesting of restricted share units | (2,461) | (4,226) | (601) | (9,109) | (3,647) | ||||||||||||||||||||||||||||||
| Debt issuance and modification costs | — | — | (1,215) | — | (1,215) | ||||||||||||||||||||||||||||||
| Proceeds from term loan | — | — | 57,003 | — | 57,003 | ||||||||||||||||||||||||||||||
| Repayments on term loan | (1,562) | (1,562) | (57,628) | (4,687) | (61,378) | ||||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (3,419) | 191,010 | (1,823) | 188,372 | (3,965) | ||||||||||||||||||||||||||||||
| Net increase (decrease) in cash | (42,953) | 167,367 | 276 | 115,213 | (16,169) | ||||||||||||||||||||||||||||||
| Cash at beginning of period | 256,456 | 89,089 | 92,224 | 98,290 | 108,669 | ||||||||||||||||||||||||||||||
| Cash at end of period | $ | 213,503 | $ | 256,456 | $ | 92,500 | $ | 213,503 | $ | 92,500 | |||||||||||||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||||||||||||||||||||
| Cash paid during the period for interest | $ | 1,930 | $ | 1,910 | $ | 2,773 | $ | 5,799 | $ | 7,117 | |||||||||||||||||||||||||
| Cash paid during the period for taxes, net of refunds | $ | 1,010 | $ | 1,148 | $ | 585 | $ | 1,472 | $ | 1,884 | |||||||||||||||||||||||||
| Supplemental disclosures of non-cash activities: | |||||||||||||||||||||||||||||||||||
| Capital expenditures included in accounts payable | $ | 5,480 | $ | 2,268 | $ | 3,967 | $ | 5,480 | $ | 3,967 | |||||||||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 1,547 | $ | — | $ | 483 | $ | 3,971 | $ | 1,256 | |||||||||||||||||||||||||
Page 8 of 12
ICHOR HOLDINGS, LTD.
Reconciliation of U.S. GAAP Gross Profit to Non-GAAP Gross Profit
(dollars in thousands)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| U.S. GAAP gross profit | $ | 52,048 | $ | 40,983 | $ | 11,069 | $ | 125,289 | $ | 66,793 | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
| Share-based compensation | 708 | 632 | 773 | 1,885 | 2,254 | ||||||||||||||||||||||||
| Facility shutdown costs (1) | — | — | 341 | — | 698 | ||||||||||||||||||||||||
| Other (2) | — | — | 10 | — | 1,171 | ||||||||||||||||||||||||
| Non-GAAP gross profit | $ | 52,756 | $ | 41,615 | $ | 12,193 | $ | 127,174 | $ | 70,916 | |||||||||||||||||||
| U.S. GAAP gross margin | 15.8 | % | 13.9 | % | 4.6 | % | 14.2 | % | 9.2 | % | |||||||||||||||||||
| Non-GAAP gross margin | 16.0 | % | 14.1 | % | 5.1 | % | 14.5 | % | 9.8 | % | |||||||||||||||||||
(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the third quarter of 2025 and for the nine months ended September 26, 2025 are severance costs associated with affected employees of $0.3 million and $0.7 million, respectively.
(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).
Page 9 of 12
ICHOR HOLDINGS, LTD.
Reconciliation of U.S. GAAP Operating Income (Loss) to Non-GAAP Operating Income
(dollars in thousands)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| U.S. GAAP operating income (loss) | $ | 22,810 | $ | 7,195 | $ | (19,425) | $ | 32,090 | $ | (25,437) | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
| Share-based compensation | 2,796 | 4,529 | 4,221 | 11,158 | 12,571 | ||||||||||||||||||||||||
| Amortization of intangible assets | 1,877 | 1,911 | 2,077 | 5,866 | 6,233 | ||||||||||||||||||||||||
| Settlement loss (1) | 779 | — | — | 779 | — | ||||||||||||||||||||||||
| Restructuring plan costs (2) | — | 2,661 | 873 | 3,210 | 873 | ||||||||||||||||||||||||
| Facility shutdown costs (3) | 4 | 44 | 618 | 162 | 3,940 | ||||||||||||||||||||||||
| Other (4) | 87 | — | 68 | 87 | 1,408 | ||||||||||||||||||||||||
| Non-GAAP operating (loss) income | $ | 28,353 | $ | 16,340 | $ | (11,568) | $ | 53,352 | $ | (412) | |||||||||||||||||||
| U.S. GAAP operating margin | 6.9 | % | 2.4 | % | (8.1) | % | 3.6 | % | (3.5) | % | |||||||||||||||||||
| Non-GAAP operating margin | 8.6 | % | 5.5 | % | (4.8) | % | 6.1 | % | (0.1) | % | |||||||||||||||||||
(1)During the third quarter of 2026, we recorded a loss accrual of $0.8 million relating to expected settlements of employment-related legal matters.
(2)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026, the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) fixed asset charges of $1.3 million, $0.5 million, $1.4 million, and $0.5 million, respectively; (ii) ROU asset impairment costs of $0.9 million, $0.4 million, $0.9 million, and $0.4 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million, $0.0 million, $0.9 million, and $0.0 million, respectively.
(3)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.1 million, $0.2 million, and $0.7 million, respectively; (ii) severance costs associated with affected employees of $0.0 million, $0.5 million, $0.0 million, and $1.3 million, respectively (iii) ROU asset impairment costs of $0.0 million, $0.0 million, $0.0 million, and $1.3 million, respectively; and (iv) fixed asset charges of $0.0 million, $0.0 million, $0.0 million, and $0.6 million, respectively.
(4)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).
Page 10 of 12
ICHOR HOLDINGS, LTD.
Reconciliation of U.S. GAAP Net Income (Loss) to Non-GAAP Net Income (Loss)
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| U.S. GAAP net income (loss) | $ | 20,947 | $ | 998 | $ | (22,853) | $ | 19,476 | $ | (36,820) | |||||||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||||||||
| Share-based compensation | 2,796 | 4,529 | 4,221 | 11,158 | 12,571 | ||||||||||||||||||||||||
| Amortization of intangible assets | 1,877 | 1,911 | 2,077 | 5,866 | 6,233 | ||||||||||||||||||||||||
| Settlement loss (1) | 779 | — | — | 779 | — | ||||||||||||||||||||||||
| Restructuring plan costs (2) | — | 2,661 | 873 | 3,210 | 873 | ||||||||||||||||||||||||
| Facility shutdown costs (3) | 4 | 44 | 618 | 162 | 3,940 | ||||||||||||||||||||||||
| Other (4) | 87 | — | 68 | 87 | 1,408 | ||||||||||||||||||||||||
| Loss on extinguishment of debt (5) | — | — | 667 | — | 667 | ||||||||||||||||||||||||
| Tax adjustments related to non-GAAP adjustments (6) | (2,272) | 2,029 | 172 | 939 | 401 | ||||||||||||||||||||||||
| Tax expense from valuation allowance (7) | — | — | (254) | — | 83 | ||||||||||||||||||||||||
| Non-GAAP net income (loss) | $ | 24,218 | $ | 12,172 | $ | (14,411) | $ | 41,677 | $ | (10,644) | |||||||||||||||||||
| U.S. GAAP diluted EPS | $ | 0.55 | $ | 0.03 | $ | (0.67) | $ | 0.53 | $ | (1.08) | |||||||||||||||||||
| Non-GAAP diluted EPS | $ | 0.63 | $ | 0.34 | $ | (0.42) | $ | 1.14 | $ | (0.31) | |||||||||||||||||||
| Shares used to compute non-GAAP diluted EPS | 38,162,523 | 36,302,279 | 34,346,172 | 36,561,346 | 34,174,639 | ||||||||||||||||||||||||
(1)During the third quarter of 2026, we recorded a loss accrual of $0.8 million relating to expected settlements of employment-related legal matters.
(2)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026, the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) fixed asset charges of $1.3 million, $0.5 million, $1.4 million, and $0.5 million, respectively; (ii) ROU asset impairment costs of $0.9 million, $0.4 million, $0.9 million, and $0.4 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million, $0.0 million, $0.9 million, and $0.0 million, respectively.
(3)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.1 million, $0.2 million, and $0.7 million, respectively; (ii) severance costs associated with affected employees of $0.0 million, $0.5 million, $0.0 million, and $1.3 million, respectively (iii) ROU asset impairment costs of $0.0 million, $0.0 million, $0.0 million, and $1.3 million, respectively; and (iv) fixed asset charges of $0.0 million, $0.0 million, $0.0 million, and $0.6 million, respectively.
(4)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).
(5)In September 2025, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying the agreement. Under the debt modification literature codified in ASC 470, a portion of the refinance was treated as an extinguishment. Accordingly, $0.2 million of existing capitalized deferred issuance costs were written off as a loss on extinguishment of debt and $0.5 million of third-party and lender fees were expensed as incurred.
(6)Represents the income tax effect of the adjustments used to reconcile GAAP net income (loss) to non-GAAP net income (loss). The tax effect is determined by calculating an estimated annual effective tax rate on non-GAAP pre-tax income or loss using principles consistent with ASC 740-270. This calculation is based primarily on forecasted annual non-GAAP pre-tax income or loss by jurisdiction and the applicable statutory tax rates in those jurisdictions (including the impact of applicable tax holidays and valuation allowances which may limit or eliminate the tax effect of certain adjustments), applying that rate to non-GAAP year-to-date consolidated pre-tax income or loss, and adjusting for discrete tax items. For the U.S. jurisdiction, the Company used the actual year-to-date effective tax rate as the best estimate of the annual effective tax rate for the third quarter of 2026 and the nine months ended September 25, 2026 because an annual effective tax rate could not be reliably estimated as a result of projected full-year ordinary income being approximately breakeven. For the three months ended September 25, 2026, June 26, 2026, and September 26, 2025, and the nine months ended September 25, 2026 and September 26, 2025, on a GAAP and non-GAAP basis the United States maintains a valuation allowance against its deferred tax assets and is the primary jurisdiction impacted by the non-GAAP adjustments. The tax effect of the non-GAAP adjustments is primarily driven by the forecasted mix of earnings in domestic and international jurisdictions.
(7)During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Scotland and Korea operations. During the third quarter, we reversed the valuation allowance on our Scotland deferred tax assets due to a change in the facts and circumstances around our ability to utilize our deferred tax assets.
Page 11 of 12
ICHOR HOLDINGS, LTD.
Reconciliation of U.S. GAAP Net Cash Provided by Operating Activities to Free Cash Flow
(in thousands)
(unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 25, 2026 | June 26, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | (28,826) | $ | (15,875) | $ | 9,247 | $ | (47,618) | $ | 20,716 | |||||||||||||||||||
| Capital expenditures | (10,708) | (7,768) | (7,148) | (25,541) | (32,920) | ||||||||||||||||||||||||
| Free cash flow | $ | (39,534) | $ | (23,643) | $ | 2,099 | $ | (73,159) | $ | (12,204) | |||||||||||||||||||
Page 12 of 12