Ichor Holdings, Ltd. Announces Third Quarter 2025 Financial Results

FREMONT, Calif.--( BUSINESS WIRE)--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 2025 financial results.

Third quarter 2025 highlights:

“The customer demand environment for etch and deposition strengthened during the third quarter, resulting in an acceleration of gas panel integration deliveries and total revenues at the upper end of our expectations,” commented Jeff Andreson, Ichor’s CEO. “At the same time, we witnessed further softening within our other served markets, which again pressured our ability to achieve our gross margin and profitability expectations for the quarter. Year-to-date revenues of $724 million demonstrate 18% growth year-over-year, reflecting strong performance compared to overall wafer fab equipment (WFE) growth. With our current visibility, and given the pull-in of demand witnessed among our primary etch and deposition customers during Q3, we expect Q4 revenues to track somewhat lower before regaining momentum as we move into 2026. With the robust demand environment for etch and deposition expected to continue, we look forward to a recovery in our other served markets, which we expect will provide the revenue volume momentum and gross margin tailwinds that will enable a return to our historical record of delivering strong earnings leverage.”

Q3 2025

Q2 2025

Q3 2024

(dollars in thousands, except per share amounts)

U.S. GAAP Financial Results:

Net sales

239,296

240,285

211,139

Gross margin

4.6

11.3

13.2

Operating margin

(8.1

(2.0

(0.2

Net loss

(22,853

)

(9,408

)

(2,776

)

Diluted EPS

(0.67

)

(0.28

)

(0.08

)

Q3 2025

Q2 2025

Q3 2024

(dollars in thousands, except per share amounts)

Non-GAAP Financial Results:

Gross margin

12.1

12.5

13.6

Operating margin

2.2

2.6

3.0

Net income

2,302

1,097

4,020

Diluted EPS

0.07

0.03

0.12

U.S. GAAP Financial Results Overview

For the third quarter of 2025, revenue was $239.3 million, net loss was $(22.9) million, and net loss per diluted share (“diluted EPS”) was $(0.67). This compares to revenue of $240.3 million and $211.1 million, net loss of $(9.4) million and $(2.8) million, and diluted EPS of $(0.28) and $(0.08), for the second quarter of 2025 and third quarter of 2024, respectively.

Non-GAAP Financial Results Overview

For the third quarter of 2025, non-GAAP net income was $2.3 million and non-GAAP diluted EPS was $0.07. This compares to non-GAAP net income of $1.1 million and $4.0 million, and non-GAAP diluted EPS of $0.03 and $0.12, for the second quarter of 2025 and third quarter of 2024, respectively.

Fourth Quarter 2025 Financial Outlook

For the fourth quarter of 2025, we expect the following:

Low-End

Mid-Point

High-End

Revenue

$210 million

$220 million

$230 million

GAAP diluted EPS

$(0.33)

$(0.25)

$(0.17)

Non-GAAP diluted EPS

$(0.14)

$(0.06)

$0.02

This outlook for non‑GAAP diluted EPS excludes amortization of intangible assets of approximately $2.1 million and share-based compensation expense of approximately $4.4 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 2025 with cash and cash equivalents of $92.5 million, an increase of $0.3 million from the prior quarter and a decrease of $16.2 million from the prior year ended December 27, 2024.

The increase of $0.3 million in the third quarter of 2025 was primarily due to net cash provided by operating activities of $9.2 million, partially offset by capital expenditures of $7.1 million, payments for debt issuance and modification costs of $1.2 million, and net payments on our credit facilities of $0.6 million. The decrease of $16.2 million during the nine months ended September 26, 2025 was primarily due to capital expenditures of $32.9 million, net payments on our credit facilities of $4.4 million, and payments for debt issuance and modification costs of $1.2 million, partially offset by cash provided by operating activities of $20.7 million and net cash receipts related to share-based compensation of $1.6 million.

Our cash provided by operating activities of $9.2 million for the third quarter of 2025 consisted of net non-cash charges of $30.4 million, consisting primarily of inventory impairment of $16.7 million, depreciation and amortization of $7.4 million, share-based compensation expense of $4.2 million, and a decrease in our net operating assets and liabilities of $1.7 million, partially offset by a net loss of $22.9 million. Our cash provided by operating activities of $20.7 million for the nine months ended September 26, 2025 consisted of net non-cash charges of $57.6 million, consisting primarily of depreciation and amortization of $23.5 million, inventory impairment of $16.7 million, and share-based compensation expense of $12.6 million, partially offset by a net loss of $36.8 million.

The decrease in our net operating assets and liabilities of $1.7 million during the third quarter of 2025 was primarily due to a decrease in prepaid expenses and other assets of $2.8 million and an increase in accounts payable of $2.3 million, partially offset by a decrease in accounts receivable of $3.6 million.

The increase in our net operating assets and liabilities of $0.1 million for the nine months ended September 26, 2025 was primarily due to an increase in inventory of $8.3 million and a decrease in other liabilities of $6.2 million, partially offset by a decrease in prepaid expenses and other assets of $7.6 million, an increase in accrued liabilities of $2.8 million, and decrease in accounts receivable of $2.2 million.

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, contract and legal settlement gains and losses, facility shutdown costs, inventory impairment charges, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) 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.

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 2025 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/register/ichorq32025/en.

To listen via telephone, please call (877) 407‑0989 (domestic) or +1 (201) 389‑0921 (international), conference ID: 13756353. After the call, an on-demand replay will be available at the same webcast link.

About Ichor

We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components primarily for semiconductor capital equipment, as well as other industries such as defense/aerospace and medical. Our primary product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-machined components, weldments, e-beam and laser welded components, precision vacuum and hydrogen brazing, surface treatment technologies, and other proprietary products. We are headquartered in Fremont, CA. 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 26, 2025, June 27, 2025, and September 27, 2024 were each 13 weeks. References to the third quarter of 2025, second quarter of 2025, and third quarter of 2024 relate to the three-month periods then ended. Our fiscal years ended December 26, 2025 and December 27, 2024 are each 52 weeks. References to 2025 and 2024 relate to the fiscal years then ended.

Safe Harbor Statement

Certain statements in this 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 2025 and beyond, statements regarding the current business environment, revenue levels in 2025 and beyond, manufacturers’ investment in water fabrication equipment, our investment in research and development of new products, acquiring new business, and company and industry growth and performance in 2025 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 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 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 27, 2024 and any other periodic reports 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.

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

September 26,

2025

June 27,

2025

December 27,

2024

September 27,

2024

Assets

Current assets:

Cash and cash equivalents

92,500

92,224

108,669

116,447

Accounts receivable, net

84,400

80,821

86,619

84,150

Inventories

241,680

259,373

250,102

239,359

Prepaid expenses and other current assets

6,362

6,710

7,230

7,105

Total current assets

424,942

439,128

452,620

447,061

Property and equipment, net

110,373

108,907

94,867

89,283

Operating lease right-of-use assets

37,059

39,313

44,461

35,136

Other noncurrent assets

14,208

14,715

15,182

14,675

Deferred tax assets, net

2,116

3,043

4,316

3,366

Intangible assets, net

42,483

44,560

48,716

50,979

Goodwill

335,402

Total assets

966,583

985,068

995,564

975,902

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable

92,600

90,581

91,719

80,963

Accrued liabilities

18,315

16,477

15,992

17,338

Other current liabilities

9,488

10,387

8,965

6,899

Current portion of long-term debt

6,250

7,500

Current portion of lease liabilities

11,337

11,478

11,494

10,239

Total current liabilities

137,990

136,423

135,670

122,939

Long-term debt, less current portion, net

117,201

117,505

121,023

122,782

Lease liabilities, less current portion

28,334

30,300

34,189

26,090

Deferred tax liabilities, net

1,555

1,169

Other non-current liabilities

5,326

5,138

4,791

5,647

Total liabilities

290,406

290,921

297,228

278,627

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; 34,377,891, 34,243,283, 33,859,542, and 33,724,917 shares outstanding, respectively; 38,815,330, 38,680,722, 38,296,981, and 38,162,356 shares issued, respectively)

Additional paid in capital

620,721

615,838

606,060

601,056

Treasury shares at cost (4,437,439 shares)

(91,578

)

(91,578

)

(91,578

)

(91,578

)

Retained earnings

147,031

169,884

183,851

187,794

Total shareholders’ equity

676,177

694,147

698,336

697,275

Total liabilities and shareholders’ equity

966,583

985,068

995,564

975,902

ICHOR HOLDINGS, LTD.

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended

Nine Months Ended

September 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

Net sales

239,296

240,285

211,139

724,046

615,749

Cost of sales

228,227

213,083

183,348

657,253

539,407

Gross profit

11,069

27,202

27,791

66,793

76,342

Operating expenses:

Research and development

5,898

5,710

5,872

17,482

17,168

Selling, general, and administrative

22,519

24,254

20,227

68,515

59,253

Amortization of intangible assets

2,077

2,078

2,077

6,233

6,309

Total operating expenses

30,494

32,042

28,176

92,230

82,730

Operating loss

(19,425

)

(4,840

)

(385

)

(25,437

)

(6,388

)

Interest expense, net

1,653

1,635

1,638

4,934

7,592

Other expense, net

1,092

193

587

1,366

876

Loss before income taxes

(22,170

)

(6,668

)

(2,610

)

(31,737

)

(14,856

)

Income tax expense

683

2,740

166

5,083

2,021

Net loss

(22,853

)

(9,408

)

(2,776

)

(36,820

)

(16,877

)

Net loss per share:

Basic

(0.67

)

(0.28

)

(0.08

)

(1.08

)

(0.52

)

Diluted

(0.67

)

(0.28

)

(0.08

)

(1.08

)

(0.52

)

Shares used to compute Net loss per share:

Basic

34,346,172

34,179,382

33,700,246

34,174,639

32,419,762

Diluted

34,346,172

34,179,382

33,700,246

34,174,639

32,419,762

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands) (unaudited)

Three Months Ended

Nine Months Ended

September 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

Cash flows from operating activities:

Net loss

(22,853

)

(9,408

)

(2,776

)

(36,820

)

(16,877

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

7,404

7,999

7,608

23,461

22,768

Impairment of Inventory

16,713

—

16,713

—

Share-based compensation

4,221

4,227

4,672

12,571

10,985

Impairment of lease right-of-use assets

359

1,292

—

1,651

—

Deferred income taxes

927

1,026

(263

)

2,200

(218

)

Loss on disposal of equipment

475

—

475

—

Amortization of debt issuance costs

117

116

117

349

Loss on extinguishment of debt

169

—

169

—

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable, net

(3,579

)

(962

)

(18,934

)

2,219

(17,429

)

Inventories

980

4,081

(7,884

)

(8,291

)

6,526

Prepaid expenses and other assets

2,789

1,940

1,182

7,566

3,060

Accounts payable

2,343

(14,775

)

22,890

1,875

22,746

Accrued liabilities

2,483

(1,499

)

2,792

2,788

2,845

Other liabilities

(3,301

)

(1,545

)

(813

)

(6,210

)

(4,387

)

Net cash provided by (used in) operating activities

9,247

(7,508

)

8,591

20,716

30,368

Cash flows from investing activities:

Capital expenditures

(7,148

)

(7,291

)

(6,420

)

(32,920

)

(13,238

)

Net cash used in investing activities

(7,148

)

(7,291

)

(6,420

)

(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

618

650

880

5,272

5,599

Employees' taxes paid upon vesting of restricted share units

(601

)

(1,033

)

(953

)

(3,647

)

(4,225

)

Debt issuance and modification costs

(1,215

)

—

(1,215

)

—

Repayments on revolving credit facility

—

(115,000

)

Proceeds from term loan

57,003

—

57,003

—

Repayments on term loan

(57,628

)

(1,875

)

—

(61,378

)

(3,750

)

Net cash provided by (used in) financing activities

(1,823

)

(2,258

)

(73

)

(3,965

)

19,362

Net increase (decrease) in cash

276

(17,057

)

2,098

(16,169

)

36,492

Cash at beginning of period

92,224

109,281

114,349

108,669

79,955

Cash at end of period

92,500

92,224

116,447

92,500

116,447

Supplemental disclosures of cash flow information:

Cash paid during the period for interest

2,773

2,093

1,665

7,117

9,201

Cash paid during the period for taxes, net of refunds

585

739

352

1,884

1,804

Supplemental disclosures of non-cash activities:

Capital expenditures included in accounts payable

3,967

4,291

569

3,967

569

Right-of-use assets obtained in exchange for new operating lease liabilities

483

773

2,292

1,256

4,671

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 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

U.S. GAAP gross profit

11,069

27,202

27,791

66,793

76,342

Non-GAAP adjustments:

Restructuring plan costs (1)

16,713

—

16,713

—

Share-based compensation

773

774

955

2,254

2,448

Facility shutdown costs (2)

341

1,619

—

2,264

—

Other (3)

378

—

1,171

908

Non-GAAP gross profit

28,906

29,973

28,746

89,195

79,698

U.S. GAAP gross margin

4.6

11.3

13.2

9.2

12.4

Non-GAAP gross margin

12.1

12.5

13.6

12.3

12.9

(1)

(2)

(3)

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

ICHOR HOLDINGS, LTD.

Reconciliation of U.S. GAAP Operating Loss to Non-GAAP Operating Income

(dollars in thousands)

(unaudited)

Three Months Ended

Nine Months Ended

September 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

U.S. GAAP operating loss

(19,425

)

(4,840

)

(385

)

(25,437

)

(6,388

)

Non-GAAP adjustments:

Restructuring plan costs (1)

17,586

—

17,586

—

Share-based compensation

4,221

4,227

4,672

12,571

10,985

Amortization of intangible assets

2,077

2,078

2,077

6,233

6,309

Facility shutdown costs (2)

618

4,296

—

5,506

—

Other (3)

386

—

1,408

1,600

Transaction-related costs (4)

—

785

Non-GAAP operating income

5,145

6,147

6,364

17,867

13,291

U.S. GAAP operating margin

(8.1

(2.0

(0.2

(3.5

(1.0

Non-GAAP operating margin

2.2

2.6

3.0

2.5

2.2

(1)

Represents the costs associated with our Consolidation Restructuring Plan which was initiated and approved by the Board of Directors during the third quarter of 2025. Included in this amount for the three and nine months ended September 26, 2025 are costs associated with impairment of inventories of $16.7 million, the write-off costs of construction in progress associated with North American facilities of $0.5 million, and the impairment of certain leases in North America of $0.4 million.

(2)

Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the three and nine months ended September 26, 2025 are inventory write-off charges of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, severance costs associated with affected employees of $0.7 million, other direct and incremental facility exit-related costs of $0.7 million, and accelerated depreciation charges of $0.6 million.

(3)

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

(4)

Represents transaction-related costs incurred in connection with our acquisitions pipeline.

ICHOR HOLDINGS, LTD.

Reconciliation of U.S. GAAP Net Loss to Non-GAAP Net Income

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended

Nine Months Ended

September 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

U.S. GAAP net loss

(22,853

)

(9,408

)

(2,776

)

(36,820

)

(16,877

)

Non-GAAP adjustments:

Restructuring plan costs (1)

17,586

—

17,586

—

Share-based compensation

4,221

4,227

4,672

12,571

10,985

Amortization of intangible assets

2,077

2,078

2,077

6,233

6,309

Facility shutdown costs (2)

618

4,296

—

5,506

—

Other (3)

386

—

1,408

1,600

Transaction-related costs (4)

—

785

Loss on extinguishment of debt (5)

667

—

667

—

Tax adjustments related to non-GAAP adjustments (6)

172

(482

)

401

325

Tax expense (benefit) from valuation allowance (7)

(254

)

—

Non-GAAP net income

2,302

1,097

4,020

7,635

3,127

U.S. GAAP diluted EPS

(0.67

)

(0.28

)

(0.08

)

(1.08

)

(0.52

)

Non-GAAP diluted EPS

0.07

0.03

0.12

0.22

0.10

Shares used to compute non-GAAP diluted EPS

34,463,930

34,278,380

33,986,269

34,272,310

32,851,091

(1)

Represents the costs associated with our Consolidation Restructuring Plan which was initiated and approved by the Board of Directors during the third quarter of 2025. Included in this amount for the three and nine months ended September 26, 2025 are costs associated with the write-off costs of inventories determined to be impaired of $16.7 million, the write-off costs of construction in progress associate with North American facilities of $0.5 million, and the impairment of certain leases in North America of $0.4 million.

(2)

Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the three and nine months ended September 26, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, severance costs associated with affected employees of $0.7 million, other direct and incremental facility exit-related costs of $0.7 million, and accelerated depreciation charges of $0.6 million.

(3)

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

(4)

Represents transaction-related costs incurred in connection with our acquisitions pipeline.

(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)

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

(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.

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 26,

2025

June 27,

2025

September 27,

2024

September 26,

2025

September 27,

2024

Net cash provided by (used in) operating activities

9,247

(7,508

)

8,591

20,716

30,368

Capital expenditures

(7,148

)

(7,291

)

(6,420

)

(32,920

)

(13,238

)

Free cash flow

2,099

(14,799

)

2,171

(12,204

)

17,130