ichr-20250926

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 September 26, 2025


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

Small 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 October 28, 2025, the registrant had 34,384,231 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	27
ITEM 4.	CONTROLS AND PROCEDURES	27

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1A.	RISK FACTORS	28
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4.	MINE SAFETY DISCLOSURES	28
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	29

	SIGNATURES	30

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	September 26, 2025		December 27, 2024
Assets
Current assets:
Cash and cash equivalents	$	92,500	$	108,669
Accounts receivable, net	84,400		86,619
Inventories	241,680		250,102
Prepaid expenses and other current assets	6,362		7,230
Total current assets	424,942		452,620
Property and equipment, net	110,373		94,867
Operating lease right-of-use assets	37,059		44,461
Other noncurrent assets	14,208		15,182
Deferred tax assets, net	2,116		4,316
Intangible assets, net	42,483		48,716
Goodwill	335,402		335,402
Total assets	$	966,583	$	995,564
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	92,600	$	91,719
Accrued liabilities	18,315		15,992
Other current liabilities	9,488		8,965
Current portion of long-term debt	6,250		7,500
Current portion of lease liabilities	11,337		11,494
Total current liabilities	137,990		135,670
Long-term debt, less current portion, net	117,201		121,023
Lease liabilities, less current portion	28,334		34,189
Deferred tax liabilities, net	1,555		1,555
Other non-current liabilities	5,326		4,791
Total liabilities	290,406		297,228
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; 34,377,891 and 33,859,542 shares outstanding, respectively; 38,815,330 and 38,296,981 shares issued, respectively)	3		3
Additional paid in capital	620,721		606,060
Treasury shares at cost (4,437,439 shares)	(91,578)		(91,578)
Retained earnings	147,031		183,851
Total shareholders’ equity	676,177		698,336
Total liabilities and shareholders’ equity	$	966,583	$	995,564

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				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Net sales	$	239,296	$	211,139	$	724,046	$	615,749
Cost of sales	228,227		183,348		657,253		539,407
Gross profit	11,069		27,791		66,793		76,342
Operating expenses:
Research and development	5,898		5,872		17,482		17,168
Selling, general, and administrative	22,519		20,227		68,515		59,253
Amortization of intangible assets	2,077		2,077		6,233		6,309
Total operating expenses	30,494		28,176		92,230		82,730
Operating loss	(19,425)		(385)		(25,437)		(6,388)
Interest expense, net	1,653		1,638		4,934		7,592
Other expense, net	1,092		587		1,366		876
Loss before income taxes	(22,170)		(2,610)		(31,737)		(14,856)
Income tax expense	683		166		5,083		2,021
Net loss	$	(22,853)	$	(2,776)	$	(36,820)	$	(16,877)
Net loss per share
Basic	$	(0.67)	$	(0.08)	$	(1.08)	$	(0.52)
Diluted	$	(0.67)	$	(0.08)	$	(1.08)	$	(0.52)
Shares used to compute Net loss per share:
Basic	34,346,172		33,700,246		34,174,639		32,419,762
Diluted	34,346,172		33,700,246		34,174,639		32,419,762

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 nine months ending September 26, 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, net of transaction costs	—	—		—		—	—		—		—
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, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	—	—		—		—	—		—		—
Ordinary shares issued from vesting of restricted share units	130,079	—		(1,033)		—	—		—		(1,033)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
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
Ordinary shares issued, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	—	—		—		—	—		—		—
Ordinary shares issued from vesting of restricted share units	58,974	—		(601)		—	—		—		(601)
Ordinary shares issued from employee share purchase plan	75,634	—		1,263		—	—		—		1,263
Share-based compensation expense	—	—		4,221		—	—		—		4,221
Net loss	—	—		—		—	—		(22,853)		(22,853)
Balance at September 26, 2025	34,377,891	$	3	$	620,721	4,437,439	$	(91,578)	$	147,031	$	676,177

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 nine months ending September 27, 2024	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 29, 2023	29,435,398	$	3	$	451,581	4,437,439	$	(91,578)	$	204,671	$	564,677
Ordinary shares issued, net of transaction costs	3,833,334	—		136,738		—	—		—		136,738
Ordinary shares issued from exercise of stock options	110,950	—		2,753		—	—		—		2,753
Ordinary shares issued from vesting of restricted share units	52,111	—		(1,343)		—	—		—		(1,343)
Ordinary shares issued from employee share purchase plan	36,053	—		1,021		—	—		—		1,021
Share-based compensation expense	—	—		2,375		—	—		—		2,375
Net loss	—	—		—		—	—		(8,989)		(8,989)
Balance at March 29, 2024	33,467,846	3		593,125		4,437,439	(91,578)		195,682		697,232
Ordinary shares issued, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	31,381	—		747		—	—		—		747
Ordinary shares issued from vesting of restricted share units	130,104	—		(1,929)		—	—		—		(1,929)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
Share-based compensation expense	—	—		3,938		—	—		—		3,938
Net loss	—	—		—		—	—		(5,112)		(5,112)
Balance at June 28, 2024	33,629,331	3		595,881		4,437,439	(91,578)		190,570		694,876
Ordinary shares issued, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	7,309	—		170		—	—		—		170
Ordinary shares issued from vesting of restricted share units	43,290	—		(953)		—	—		—		(953)
Ordinary shares issued from employee share purchase plan	44,987	—		1,286		—	—		—		1,286
Share-based compensation expense	—	—		4,672		—	—		—		4,672
Net loss	—	—		—		—	—		(2,776)		(2,776)
Balance at September 27, 2024	33,724,917	$	3	$	601,056	4,437,439	$	(91,578)	$	187,794	$	697,275

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

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended
	September 26, 2025		September 27, 2024
Cash flows from operating activities:
Net loss	$	(36,820)	$	(16,877)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	23,461		22,768
Impairment of inventory	16,713		—
Share-based compensation	12,571		10,985
Impairment of lease right-of-use assets	1,651		—
Deferred income taxes	2,200		(218)
Loss on disposal of equipment	475		—
Amortization of debt issuance costs	349		349
Loss on extinguishment of debt	169		—


Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	2,219		(17,429)
Inventories	(8,291)		6,526
Prepaid expenses and other assets	7,566		3,060
Accounts payable	1,875		22,746
Accrued liabilities	2,788		2,845
Other liabilities	(6,210)		(4,387)
Net cash provided by operating activities	20,716		30,368
Cash flows from investing activities:
Capital expenditures	(32,920)		(13,238)




Net cash used in investing activities	(32,920)		(13,238)
Cash flows from financing activities:
Issuance of ordinary shares, net of fees	—		136,738
Issuance of ordinary shares under share-based compensation plans	5,272		5,599
Employees' taxes paid upon vesting of restricted share units	(3,647)		(4,225)
Debt issuance and modification costs	(1,215)		—

Repayments on revolving credit facility	—		(115,000)
Proceeds from term loan	57,003		—
Repayments on term loan	(61,378)		(3,750)
Net cash provided by (used in) financing activities	(3,965)

SEC Form 10-Q filed by Ichor Holdings