Form 8-K

8-K — ICHOR HOLDINGS, LTD.

Accession: 0001652535-26-000066

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001652535

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ichr-20260803.htm (Primary)

EX-99.1 — 2026 Q2 EARNINGS RELEASE (ex-991_26q2xearnings.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ichr-20260803.htm · Sequence: 1

ichr-20260803

0001652535FALSE3185 Laurelview Ct.FremontCalifornia00016525352026-08-032026-08-03

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): August 3, 2026

____________________________________________________________________________________________________________________________________________________

ICHOR HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________________________________________________________

Cayman Islands 001-37961 Not Applicable

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS 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 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

Ordinary Shares, par value $0.0001 per share ICHR The NASDAQ Stock Market LLC

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 August 3, 2026, Ichor Holdings, Ltd. (the “Company”) issued a press release announcing second 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 August 3, 2026, at 1:15 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

Press Release, dated August 3, 2026, announcing second quarter 2026 financial results.

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 thereunto duly authorized.

ICHOR HOLDINGS, LTD.

Date: August 3, 2026

/s/ Greg Swyt

Greg Swyt

Chief Financial Officer

EX-99.1 — 2026 Q2 EARNINGS RELEASE

EX-99.1

Filename: ex-991_26q2xearnings.htm · Sequence: 2

Document

Exhibit 99.1

Ichor Holdings, Ltd. Announces Second Quarter 2026 Financial Results

FREMONT, Calif., August 3, 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 second quarter 2026 financial results.

Second quarter 2026 highlights:

•Revenue of $294.8 million, up 15% compared to Q1 2026 and up 24% compared to Q2 2025;

•Gross margin of 13.9% on a GAAP basis and 14.1% on a non‑GAAP basis;

•Earnings per share of $0.03 on a GAAP basis and $0.34 on a non-GAAP basis; and

•Total cash and cash equivalents increased to $256 million at quarter-end, following completion of a $200 million at-the-market equity offering during the quarter.

"We are pleased to report strong financial results for the second quarter, as we continue to execute strategic and operational priorities that are driving improved earnings leverage within a strengthening demand environment,” commented Phil Barros, Ichor’s CEO. “Revenues of $295 million increased 15% sequentially, and the additional growth we had forecast for Q2 has already been achieved to date in Q3 as we drive significantly more growth in the second half, compared to our expectations a quarter ago.

"Three quarters ago, we laid out a strategy to strengthen Ichor's operating model, expand margins, and position the company to capitalize on the next semiconductor growth cycle, and our second-quarter results demonstrate we are delivering against that plan,” continued Mr. Barros. “Over the past two quarters, we have significantly expanded gross margin while driving earnings to a three-year record. With our customers’ demand visibility now extending well into 2027, our outlook for the remainder of 2026 indicates continued sequential growth in revenues, gross margin, and earnings per share. The strategic, operational and technological priorities that we expect will enable Ichor to outperform the overall peer group going forward, are now also supported by a strengthened balance sheet, providing enhanced flexibility as we continue to execute."

Q2 2026 Q1 2026 Q2 2025

(dollars in thousands, except per share amounts)

U.S. GAAP Financial Results:

Net sales $ 294,784 $ 256,068 $ 240,285

Gross margin 13.9 % 12.6 % 11.3 %

Operating margin 2.4 % 0.8 % (2.0) %

Net income (loss) $ 998 $ (2,469) $ (9,408)

Diluted EPS $ 0.03 $ (0.07) $ (0.28)

Q2 2026 Q1 2026 Q2 2025

(dollars in thousands, except per share amounts)

Non-GAAP Financial Results:

Gross margin 14.1 % 12.8 % 11.8 %

Operating margin 5.5 % 3.4 % 1.9 %

Net income $ 12,172 $ 5,287 $ (469)

Diluted EPS $ 0.34 $ 0.15 $ (0.01)

Page 1 of 12

U.S. GAAP Financial Results Overview

For the second quarter of 2026, revenue was $294.8 million, net income was $1.0 million, and diluted earnings per share (“diluted EPS”) was $0.03. This compares to revenue of $256.1 million and $240.3 million, net loss of $(2.5) million and $(9.4) million, and diluted EPS of $(0.07) and $(0.28), for the first quarter of 2026 and second quarter of 2025, respectively.

Non-GAAP Financial Results Overview

For the second quarter of 2026, non-GAAP net income was $12.2 million and non-GAAP diluted EPS was $0.34. This compares to non-GAAP net income (loss) of $5.3 million and $(0.5) million, and non-GAAP diluted EPS of $0.15 and $(0.01), for the first quarter of 2026 and second quarter of 2025, respectively.

Third Quarter 2026 Financial Outlook

For the third quarter of 2026, we expect the following:

Low-End Mid-Point High-End

Revenue $315 million $330 million $345 million

GAAP diluted EPS $0.25 $0.30 $0.35

Non-GAAP diluted EPS $0.40 $0.45 $0.50

This outlook for non‑GAAP diluted EPS excludes amortization of intangible assets of approximately $1.9 million and share-based compensation expense of approximately $4.8 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 second quarter of 2026 with cash and cash equivalents of $256.5 million, an increase of $167.4 million from the prior quarter and an increase of $158.2 million from the prior year ended December 26, 2025.

The increase of $167.4 million for the second quarter of 2026 was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in connection with an at-the-market public offering at an average offer price of $80.70 per share, partially offset by net cash used in operating activities of $15.9 million, capital expenditures of $7.8 million, issuance of ordinary shares under share-based compensation plans net of employees' taxes paid upon vesting of restricted share units of $2.8 million, and payments on credit facilities of $1.6 million. The increase of $158.2 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 $18.8 million, capital expenditures of $14.8 million, and payments on credit facilities of $3.1 million over such prior two quarter period.

Our cash used in operating activities of $15.9 million for the second quarter of 2026 consisted of an increase in our net operating assets and liabilities of $32.0 million, partially offset by net non-cash charges of $15.1 million, consisting primarily of depreciation and amortization of $7.2 million, share-based compensation expense of $4.5 million, loss on disposal of equipment of $1.3 million, and the impairment of lease right-of-use assets of $0.9 million, and net income of $1.0 million.

Our cash used in operating activities of $18.8 million for the six months ended June 26, 2026 consisted of an increase in our net operating assets and liabilities of $44.7 million and net loss of $1.5 million, partially offset by net non-cash charges of $27.4 million, consisting primarily of depreciation and amortization of $14.9 million, share-based compensation expense of $8.4 million, loss on disposal of equipment of $1.3 million, and the impairment of lease right-of-use assets of $0.9 million.

The increase in our net operating assets and liabilities of $32.0 million during the second quarter of 2026 was primarily due to an increase in inventory of $38.4 million, an increase in accounts receivable of $11.6 million, and a decrease in accrued and other liabilities of $0.5 million, partially offset by an increase in accounts payable of $15.7 million and a decrease in prepaid expenses and other assets of $1.8 million.

Page 2 of 12

The increase in our net operating assets and liabilities of $44.7 million for the six months ended June 26, 2026 was primarily due to an increase in inventory of $58.9 million, an increase in accounts receivable of $34.1 million, and a decrease in accrued and other liabilities of $0.6 million, partially offset by an increase in accounts payable of $43.1 million and a decrease in prepaid expenses and other assets of $4.7 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, 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 second quarter 2026 results and business outlook today at 1:15 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/ichorq2_26.

To listen via telephone, please call (877) 407‑0989 (domestic) or +1 (201) 389‑0921 (international), conference ID: 13761355. After the call, an on-demand replay will be available at the same webcast link.

Page 3 of 12

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, 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 June 26, 2026, March 27, 2026, and June 27, 2025 were each 13 weeks. References to the second quarter of 2026, first quarter of 2026, and second 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.

Page 4 of 12

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 third 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 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)

June 26,

2026 March 27,

2026 December 26,

2025 June 27,

2025

Assets

Current assets:

Cash and cash equivalents $ 256,456 $ 89,089 $ 98,290 $ 92,224

Accounts receivable, net 104,652 93,067 70,514 80,821

Inventories 290,707 252,299 231,794 259,373

Prepaid expenses and other current assets 7,511 7,639 9,531 6,710

Total current assets 659,326 442,094 410,129 439,128

Property and equipment, net 107,840 103,551 103,922 108,907

Operating lease right-of-use assets 31,364 35,126 35,046 39,313

Other noncurrent assets 13,569 13,664 13,638 14,715

Deferred tax assets, net 4,374 4,338 4,337 3,043

Intangible assets, net 36,416 38,327 40,405 44,560

Goodwill 335,402 335,402 335,402 335,402

Total assets $ 1,188,291 $ 972,502 $ 942,879 $ 985,068

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable $ 125,717 $ 108,175 $ 84,007 $ 90,581

Accrued liabilities 18,522 16,528 17,479 16,477

Other current liabilities 15,565 13,516 10,602 10,387

Current portion of long-term debt 6,250 6,250 6,250 7,500

Current portion of lease liabilities 12,093 12,203 11,250 11,478

Total current liabilities 178,147 156,672 129,588 136,423

Long-term debt, less current portion, net 114,308 115,793 117,278 117,505

Lease liabilities, less current portion 21,491 24,419 25,413 30,300

Deferred tax liabilities, net 3,781 2,627 1,961 1,555

Other non-current liabilities 5,067 4,977 4,753 5,138

Total liabilities 322,794 304,488 278,993 290,921

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; 37,383,592, 34,744,772, 34,433,776, and 34,243,283 shares outstanding, respectively; 37,383,592, 39,182,211, 38,871,215, and 38,680,722 shares issued, respectively)

4 3 3 3

Additional paid in capital 735,894 630,988 624,391 615,838

Treasury shares at cost (0, 4,437,439, 4,437,439, and 4,437,439 shares, respectively)

— (91,578) (91,578) (91,578)

Retained earnings 129,599 128,601 131,070 169,884

Total shareholders’ equity 865,497 668,014 663,886 694,147

Total liabilities and shareholders’ equity $ 1,188,291 $ 972,502 $ 942,879 $ 985,068

Page 6 of 12

ICHOR HOLDINGS, LTD.

Consolidated Statement of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

Net sales $ 294,784 $ 256,068 $ 240,285 $ 550,852 $ 484,750

Cost of sales 253,801 223,810 213,083 477,611 429,026

Gross profit 40,983 32,258 27,202 73,241 55,724

Operating expenses:

Research and development 7,772 5,530 5,710 13,302 11,584

Selling, general, and administrative 24,105 22,565 24,254 46,670 45,996

Amortization of intangible assets 1,911 2,078 2,078 3,989 4,156

Total operating expenses 33,788 30,173 32,042 63,961 61,736

Operating income (loss) 7,195 2,085 (4,840) 9,280 (6,012)

Interest expense, net 1,453 1,678 1,635 3,131 3,281

Other expense, net 332 323 193 655 274

Income (loss) before income taxes 5,410 84 (6,668) 5,494 (9,567)

Income tax expense 4,412 2,553 2,740 6,965 4,400

Net income (loss) $ 998 $ (2,469) $ (9,408) $ (1,471) $ (13,967)

Net income (loss) per share:

Basic $ 0.03 $ (0.07) $ (0.28) $ (0.04) $ (0.41)

Diluted $ 0.03 $ (0.07) $ (0.28) $ (0.04) $ (0.41)

Shares used to compute net income (loss) per share:

Basic 35,397,839 34,607,033 34,179,382 35,002,436 34,088,873

Diluted 36,302,279 34,607,033 34,179,382 35,002,436 34,088,873

Page 7 of 12

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands) (unaudited)

Three Months Ended Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

Cash flows from operating activities:

Net income (loss) $ 998 $ (2,469) $ (9,408) $ (1,471) $ (13,967)

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

Depreciation and amortization 7,203 7,654 7,999 14,857 16,057

Share-based compensation 4,529 3,833 4,227 8,362 8,350

Impairment of lease right-of-use assets 938 — 1,292 938 1,292

Deferred income taxes 1,118 665 1,026 1,783 1,273

Loss on disposal of equipment 1,282 — — 1,282 —

Amortization of debt issuance costs 77 78 116 155 232

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable, net (11,585) (22,553) (962) (34,138) 5,798

Inventories (38,408) (20,505) 4,081 (58,913) (9,271)

Prepaid expenses and other assets 1,808 2,856 1,940 4,664 4,777

Accounts payable 15,686 27,382 (14,775) 43,068 (468)

Accrued liabilities 1,378 (531) (1,499) 847 305

Other liabilities (899) 673 (1,545) (226) (2,909)

Net cash provided by (used in) operating activities (15,875) (2,917) (7,508) (18,792) 11,469

Cash flows from investing activities:

Capital expenditures (7,768) (7,065) (7,291) (14,833) (25,772)

Net cash used in investing activities (7,768) (7,065) (7,291) (14,833) (25,772)

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 1,418 4,766 650 6,184 4,654

Employees' taxes paid upon vesting of restricted share units (4,226) (2,422) (1,033) (6,648) (3,046)

Repayments on term loan (1,562) (1,563) (1,875) (3,125) (3,750)

Net cash provided by (used in) financing activities 191,010 781 (2,258) 191,791 (2,142)

Net increase (decrease) in cash 167,367 (9,201) (17,057) 158,166 (16,445)

Cash at beginning of period 89,089 98,290 109,281 98,290 108,669

Cash at end of period $ 256,456 $ 89,089 $ 92,224 $ 256,456 $ 92,224

Supplemental disclosures of cash flow information:

Cash paid during the period for interest $ 1,910 $ 1,959 $ 2,093 $ 3,869 $ 4,344

Cash paid during the period for taxes, net of refunds $ 1,148 $ (686) $ 739 $ 462 $ 1,299

Supplemental disclosures of non-cash activities:

Capital expenditures included in accounts payable $ 2,268 $ 412 $ 4,291 $ 2,268 $ 4,291

Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,424 $ 773 $ 2,424 $ 773

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 Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

U.S. GAAP gross profit $ 40,983 $ 32,258 $ 27,202 $ 73,241 $ 55,724

Non-GAAP adjustments:

Share-based compensation 632 545 774 1,177 1,481

Facility shutdown costs (1) — — 53 — 357

Other (2) — — 378 — 1,161

Non-GAAP gross profit $ 41,615 $ 32,803 $ 28,407 $ 74,418 $ 58,723

U.S. GAAP gross margin 13.9 % 12.6 % 11.3 % 13.3 % 11.5 %

Non-GAAP gross margin 14.1 % 12.8 % 11.8 % 13.5 % 12.1 %

(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2025 and for the six months ended June 27, 2025 are severance costs associated with affected employees of $0.1 million and $0.4 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 Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

U.S. GAAP operating income (loss) $ 7,195 $ 2,085 $ (4,840) $ 9,280 $ (6,012)

Non-GAAP adjustments:

Share-based compensation 4,529 3,833 4,227 8,362 8,350

Amortization of intangible assets 1,911 2,078 2,078 3,989 4,156

Restructuring plan costs (1) 2,661 549 — 3,210 —

Facility shutdown costs (2) 44 114 2,730 158 3,322

Other (3) — — 386 — 1,340

Non-GAAP operating income $ 16,340 $ 8,659 $ 4,581 $ 24,999 $ 11,156

U.S. GAAP operating margin 2.4 % 0.8 % (2.0) % 1.7 % (1.2) %

Non-GAAP operating margin 5.5 % 3.4 % 1.9 % 4.5 % 2.3 %

(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026, the first quarter of 2026, and the six months ended June 26, 2026 are: (i) fixed asset charges of $1.3 million, $0.1 million, and $1.4 million respectively; (ii) ROU asset impairment costs of $0.9 million, $0.0 million, and $0.9 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million, $0.4 million, and $0.9 million respectively.

(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the first quarter of 2026, the second quarter of 2025, the six months ended June 26, 2026, and the six months ended June 27, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.1 million, $0.6 million, $0.2 million, and $0.6 million respectively; (ii) ROU asset impairment costs of $0.0 million, $0.0 million, $1.3 million, $0.0 million, and $1.3 million respectively; (iii) fixed asset charges of $0.0 million, $0.0 million, $0.6 million, $0.0 million, and $0.6 million respectively; and (iv) severance costs associated with affected employees of $0.0 million, $0.0 million, $0.2 million, $0.0 million, and $0.8 million respectively.

(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).

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 Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

U.S. GAAP net income (loss) $ 998 $ (2,469) $ (9,408) $ (1,471) $ (13,967)

Non-GAAP adjustments:

Share-based compensation 4,529 3,833 4,227 8,362 8,350

Amortization of intangible assets 1,911 2,078 2,078 3,989 4,156

Restructuring plan costs (1) 2,661 549 — 3,210 —

Facility shutdown costs (2) 44 114 2,730 158 3,322

Other (3) — — 386 — 1,340

Tax adjustments related to non-GAAP adjustments (4) 2,029 1,182 (482) 3,211 229

Tax expense from valuation allowance (5) — — — — 337

Non-GAAP net income $ 12,172 $ 5,287 $ (469) $ 17,459 $ 3,767

U.S. GAAP diluted EPS $ 0.03 $ (0.07) $ (0.28) $ (0.04) $ (0.41)

Non-GAAP diluted EPS $ 0.34 $ 0.15 $ (0.01) $ 0.49 $ 0.11

Shares used to compute non-GAAP diluted EPS 36,302,279 35,297,664 34,179,382 35,878,695 34,215,118

(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 the income tax effect of the adjustments used to reconcile GAAP net income (loss) to non-GAAP net income. The tax effect is calculated by determining a non-GAAP annual effective tax rate in accordance with ASC 740-270, 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 three months ended June 26, 2026, March 27, 2026, and June 27, 2025, and the six months ended June 26, 2026 and June 27, 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.

(5)During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Scotland and Korean operations.

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 Six Months Ended

June 26,

2026 March 27,

2026 June 27,

2025 June 26,

2026 June 27,

2025

Net cash provided by (used in) operating activities $ (15,875) $ (2,917) $ (7,508) $ (18,792) $ 11,469

Capital expenditures (7,768) (7,065) (7,291) (14,833) (25,772)

Free cash flow $ (23,643) $ (9,982) $ (14,799) $ (33,625) $ (14,303)

Page 12 of 12

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Document and Entity Information

Aug. 03, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 03, 2026

Entity Registrant Name

ICHOR HOLDINGS, LTD.

Entity Central Index Key

0001652535

Entity Emerging Growth Company

false

Entity File Number

001-37961

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3185 Laurelview Ct.

Entity Address, City or Town

Fremont

Entity Address, State or Province

Entity Address, Postal Zip Code

94538

City Area Code

510

Local Phone Number

897-5200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Ordinary Shares, par value $0.0001 per share

Trading Symbol

ICHR

Security Exchange Name

NASDAQ

Entity Addresses [Line Items]

Entity Address, Address Line One

3185 Laurelview Ct.

Entity Address, City or Town

Fremont

Entity Address, State or Province

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressesLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration