ICHOR HOLDINGS, LTD.

(dollar figures in tables in thousands, except per share amounts)

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. Ourfiscal 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 September 25, 2026 and September 26, 2025 are each 13 weeks. References to the third 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 ofone totwo 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 (“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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). This ASU is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendment, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The amendment also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for interim periods within fiscal years 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.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU makes incremental improvements to U.S. GAAP by clarifying guidance, correcting errors, and making minor improvements to the Accounting Standards Codification to enhance understandability and application. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. We do not expect the adoption to have a material impact on our consolidated financial statements or disclosures.

Note 2 – Inventories

Inventories consist of the following:

Note 3 – Property and Equipment and Other Noncurrent Assets

Property and equipment consist of the following:

Depreciation expense was $5.2 million and $4.9 million for the third quarter of 2026 and 2025, respectively.

Depreciation expense was $15.1 million and $15.9 million for the nine months ended September 25, 2026 and September 26, 2025, respectively.

During the three and nine months ended September 25, 2026 we recorded $0.0 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 nine months ended September 26, 2025 we recorded $0.5 million and $1.1 million, respectively, in non-cash fixed asset charges from the sale and disposal of fixed assets in connection with our Consolidation Restructuring Plan and 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 $11.3 million and $12.4 million as of September 25, 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 third quarter of 2026 and 2025, respectively, and $1.3 million and $1.3 million for the nine months ended September 25, 2026 and September 26, 2025, respectively.

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

Note 5 – Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

We lease facilities under non-cancelable operating leases that expire at various dates from 2026 through 2037. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities.

During the three and nine months ended September 25, 2026 we recorded $0.0 million and $0.9 million, respectively, of non-cash impairment charges in connection with the abandonment of an ROU lease asset in connection with our Consolidation Restructuring Plan. During the three and nine months ended September 26, 2025 we recorded $0.4 million and $1.7 million, respectively, of non-cash impairment charges in connection with the abandonment of certain ROU lease assets associated with the Consolidation Restructuring Plan and the exit from our Scotland operations. The impairment of the ROU lease asset is included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

The components of lease expense are as follows:

Supplemental cash flow information related to leases is as follows:

Supplemental balance sheet information related to leases is as follows:

Future minimum lease payments under non-cancelable leases are as follows as of September 25, 2026:

Note 6 – Income Taxes

Income tax information for the periods reported is as follows:

Our effective tax rate for the three and nine months ended September 25, 2026 differs from the statutory rate primarily due to the forecasted mix of earnings in domestic and international jurisdictions, taxes on foreign income that differs from the U.S. tax rate, the ending of the Singapore tax holiday at the end of the first quarter of 2026 and the impact of a valuation allowance against U.S. deferred tax assets.

For U.S. operations, because the estimated annual effective tax rate could not be reliably estimated due to projected full-year ordinary income being approximately breakeven, we used the actual year-to-date effective tax rate as the best estimate of the annual effective tax rate for purposes of determining the interim tax provision.

The ending balance of unrecognized tax benefits for uncertain tax positions was approximately $4.1 million as of September 25, 2026. The related interest was insignificant, and the related penalties were $0.7 million.

As of September 25, 2026, we were under examination by California tax authorities for fiscal years 2020-2022.

Note 7 – Employee Benefit Programs

401(k) Plan

We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual matching maximum of 4% of a participant’s annual compensation. Matching contributions were $0.7 million and $0.7 millionfor thethird quarter of 2026 and 2025, respectively, and $2.3 million and $2.1 million for the nine months ended September 25, 2026 and September 26, 2025, respectively.

Note 8 – Long-Term Debt

Long‑term debt consists of the following:

On September 26, 2025, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders under the agreement (the "credit agreement"). The credit agreement includes a $125.0 million term loan facility and a $100.0 million revolving credit facility (together, “credit facilities”). The revolving credit facility also contains a $20.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility. As of September 25, 2026, nothing was outstanding under the revolving credit facility. Quarterly term loan principal payments of $1.6 million commenced on December 31, 2025, and the amount of such quarterly term loan payments will increase to $2.3 million on September 30, 2028, and $3.1 million on September 30, 2029. The credit agreement matures on September 26, 2030.

The credit agreement includes debt covenants, which contain certain financial thresholds, and place certain restrictions on the incurrence of debt, investments, and issuance of dividends. We were in compliance as of September 25, 2026.

As of September 25, 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 September 25, 2026, our credit facilities bore interest under the SOFR option at 5.69%.

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 shareholders on May 14, 2025, and allows for the issuance of 2,963,471 ordinary shares to be used for awards under the 2025 Plan, subject to the applicable adjustment and share recycling provisions set forth in the 2025 Plan. The 2025 Plan replaced the Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (the "2016 Plan") in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan.

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

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $2.8 million and $4.2 million for the third quarter of 2026 and 2025, respectively, and$11.2 million and$12.6 million for the nine months ended September 25, 2026 and September 26, 2025, respectively.

Stock Options

The following table summarizes option activity:

Restricted Share Units

The following table summarizes RSU activity:

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 eachsix-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 September 25, 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 asone 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:

(1)Prior-period amounts have been recast to separately present revenue attributable to Malaysia, which was previously included in Other. This further disaggregation had no effect on total revenue or previously reported results.

Foreign long-lived assets, exclusive of deferred tax assets, were $88.0 million and $71.3 million as of September 25, 2026 and December 26, 2025, respectively.

Note 11 – Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards. The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the numerator and denominator used in the calculation:

(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 are as follows:

Impairment of inventory

As of September 25, 2026, total expected inventory impairment costs under the Plan are $19.8 million, all of which were recognized during 2025. These costs were recognized within cost of sales on our consolidated statement of operations. As of September 25, 2026, we have disposed of $16.4 million of impaired inventory. The remaining inventory impairment costs of $3.4 million are accrued as a contra-asset valuation account within inventories on our consolidated balance sheet as of September 25, 2026.

Fixed asset charges

As of September 25, 2026, total expected fixed asset charges under the Plan are approximately $4.5 million, all of which were recognized in prior periods. These costs were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

Impairment of operating right-of-use assets

As of September 25, 2026, total expected operating lease ROU asset impairment charges under the Plan are approximately $1.8 million, all of which were recognized in prior periods. These charges were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

Severance charges

As of September 25, 2026, total expected severance charges under the Plan are approximately $1.7 million, all of which were recognized during 2025. Of this amount recognized, $0.9 million and $0.8 million were recognized within cost of sales and selling, general, and administrative expenses, respectively, in 2025 on our consolidated statement of operations. As of September 25, 2026, we made severance payments of $1.7 million.

Other Costs

Other costs include other direct and incremental costs incurred as result of the Plan, which primarily includes legal expenses, facility exit costs, and fixed asset transportation costs. As of September 25, 2026, total expected other costs under the Plan are approximately $2.1 million, all of which were recognized in prior periods. These costs were recognized within selling, general, and administrative expenses on our consolidated statement of operations.

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