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What changed in ICHOR HOLDINGS, LTD.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ICHOR HOLDINGS, LTD.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+261 added−191 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in ICHOR HOLDINGS, LTD.'s 2025 10-K

261 paragraphs added · 191 removed · 150 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+22 added−16 removed30 unchanged
Biggest changeOur industry continues to experience rapid technological change, requiring us to continuously invest in technology and product development and regularly introduce new products and features that meet our customers’ evolving requirements. We have built a team of fluid delivery experts. Our engineering team consists of engineers and designers with chemical, mechanical, electrical, software, systems, and manufacturing-engineering expertise.
Biggest changeWe continue to transition from being an integration engineering and components company into a gas and chemical delivery subsystem leader with product development and systems engineering. Our industry continues to experience rapid technological change, requiring us to continuously invest in technology and product development and regularly introduce new products and features that meet our customers’ evolving requirements.
Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes.
Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems allows OEMs to leverage their suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes.
Many of these items are used downstream of the gas system and in process-critical applications. Our precision machined products can be used in both wet and dry applications and include both small- and large‑format machining applications.
Many of these items are used downstream of the gas system in process-critical applications. Our precision machined products can be used in both wet and dry applications and include both small- and large‑format machining applications.
In addition to providing high quality and reliable fluid delivery subsystems and components, one of our principal strategies is delivering the lead-times that provide our customers with the required flexibility needed in their production processes. We have accomplished this by investing in manufacturing systems and processes and an efficient supply chain.
In addition to providing high quality and reliable fluid delivery subsystems and components, one of our principal strategies is delivering lead-times that provide our customers with the required flexibility needed in their production processes. We have accomplished this by investing in scalable manufacturing systems and processes and an efficient supply chain.
Our primary product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery systems and 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 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.
In addition to the chemical delivery subsystem, we also manufacture the process modules that apply the various chemicals directly to the wafer in a process-and application-unique manner to create the desired chemical reaction. 5 Table of Contents The image below shows a typical wet-process front end semiconductor tool, with a chemical delivery subsystem and corresponding application process module highlighted: Weldments and Specialty Joining Our complete offering of weldments support the delivery of gases through the process tool.
In addition to the chemical delivery subsystems, we also manufacture the process modules that apply chemicals directly to the wafer in a process- and application-unique manner to create the desired chemical reaction. 5 Table of Contents The image below shows a typical wet-process front end semiconductor tool, with a chemical delivery subsystem and corresponding application process module highlighted: Weldments and Specialty Joining Our complete offering of weldments support the delivery of gases through the process tool.
Our chemical delivery systems and subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning.
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 have strategically located our manufacturing facilities near our customers’ locations in order to provide fast and efficient responses to new product introductions and accommodate configuration or design changes late in the manufacturing process. We will continue to add capacity as needed to support future growth.
We have strategically located our manufacturing facilities near our customers’ locations in order to provide fast and efficient responses to new product introductions and accommodate configuration or design changes late in the manufacturing process. We will continue adding capacity as needed to support future growth.
References to websites in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website. 10 Table of Contents
References to websites in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the website.
We operate clean rooms at our facilities in Singapore, Oregon, Texas, and Korea that meet Class 100 and Class 10,000 standards for customer-specified testing, assembly, and integration of high-purity gas and chemical delivery systems at our locations.
We operate clean rooms at our facilities in Singapore, Oregon, and Texas that meet Class 100 and Class 10,000 standards for customer-specified testing, assembly, and integration of high-purity gas and chemical delivery systems.
The following table details our fiscal periods included elsewhere in this Annual Report on Form 10-K. All references to 2024, 2023, and 2022, including the quarters thereto, relate to our fiscal periods as so detailed.
The following table details our fiscal periods included elsewhere in this Annual Report on Form 10-K. All references to 2025, 2024, and 2023, including the quarters thereto, relate to our fiscal periods as so detailed.
Chemical Delivery Products and Subsystems Our chemical delivery products and subsystems are used to precisely blend and dispense reactive chemistries and colloidal slurries critical to the specific “wet” front-end process, such as wet clean, electro chemical deposition, and chemical-mechanical planarization (“CMP”).
Chemical Delivery Products and Subsystems Our chemical delivery products and subsystems are used to precisely blend and dispense reactive chemistries and colloidal slurries critical to “wet” front-end process, such as wet clean, electro chemical deposition, and chemical-mechanical planarization (“CMP”).
Each customer project is supported by our account managers and customer support team who ensure we are aligned with all of the customer’s quality, cost, and delivery expectations. Operations, Manufacturing, and Supply Chain Management We have developed a highly flexible manufacturing model with cost-effective locations situated nearby the manufacturing facilities of our largest customers.
Each customer project is supported by our account managers and customer support team who ensure alignment with all of the customer’s quality, cost, and delivery expectations. Operations, Manufacturing, and Supply Chain Management We have developed a highly flexible manufacturing model with cost-effective locations situated nearby the manufacturing facilities of our largest customers.
To achieve this goal, we engage with our customers early in their design and development processes and utilize our deep engineering resources and operating expertise, as well as our expanded product portfolio, to jointly create innovative and advanced solutions that are designed to meet the current and future needs of our customers.
To achieve this goal, we engage with our customers early in their design and development processes and utilize our deep engineering resources and operating expertise, as well as our expanded product portfolio, to jointly create, innovate, and advance solutions that are designed to meet the current and future needs of our customers.
The amount of necessary investment fluctuates over time depending on business outlook, new product strategy, and timing of introductions. In 2024, 2023, and 2022, our total capital expenditures were $17.6 million, $15.5 million, and $29.4 million, respectively, representing 2.1%, 1.9%, and 2.3%, of sales, respectively. The semiconductor capital equipment market has historically been cyclical.
The amount of necessary investment fluctuates over time depending on business outlook, new product strategy, and timing of introductions. In 2025, 2024, and 2023, our total capital expenditures were $36.2 million, $17.6 million, and $15.5 million, respectively, representing 3.8%, 2.1%, and 1.9%, of sales, respectively. The semiconductor capital equipment market has historically been cyclical.
Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most original equipment manufacturers (“OEMs”) outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us.
Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most OEMs outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us.
We have long standing relationships with top tier OEM customers, including Lam Research, Applied Materials, and ASML which were our largest customers by sales in 2024. We generated revenue of $849.0 million, $811.1 million, and $1,280.1 million in 2024, 2023, and 2022, respectively.
We have long standing relationships with top tier OEM customers, including Lam Research, Applied Materials, and ASML which were our largest customers by sales in 2025. We generated revenue of $947.7 million, $849.0 million, and $811.1 million in 2025, 2024, and 2023, respectively.
Our gas delivery systems consist of a number of gas lines, each controlled by a series of mass flow controllers, regulators, pressure transducers, valves, and an integrated electronic control system. Our gas delivery subsystems are primarily used in equipment for “dry” manufacturing processes, such as etch, chemical vapor deposition, physical vapor deposition, epitaxy, and strip.
Our gas delivery systems consist of a number of gas lines, each controlled by a series of mass flow controllers, regulators, pressure transducers, valves, and an integrated electronic control system. Our gas delivery subsystems are primarily used in “dry” manufacturing process tools, such as etch, chemical vapor deposition, physical vapor deposition, epitaxy, strip, and lithography.
For instance, it can take as little as 20 to 30 days for us to manufacture a gas delivery system with fully evaluated performance metrics after receiving an order. Manufacturing We are ISO 9001 certified or compliant at our manufacturing locations, and our manufactured subsystems and modules strive to adhere to strict design tolerances and specifications.
For instance, it can take as little as 20 to 30 days for us to manufacture a gas delivery system with fully evaluated performance metrics after receiving an order. 7 Table of Contents Manufacturing We are ISO 9001 certified at our manufacturing locations, and our manufactured subsystems and modules adhere to strict design tolerances and specifications.
We generated net income (loss) of $(20.8) million, $(43.0) million, and $72.8 million, calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in 2024, 2023, and 2022, respectively, and $5.9 million, $12.3 million, and $104.9 million on a non-GAAP basis in 2024, 2023, and 2022, respectively.
We generated net income (loss) of $(52.8) million, $(20.8) million, and $(43.0) million, calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in 2025, 2024, and 2023, respectively, and $7.9 million, $5.9 million, and $12.3 million on a non-GAAP basis in 2025, 2024, and 2023, respectively.
We are dependent upon a small number of customers, as the semiconductor equipment manufacturer market is highly concentrated with five companies accounting for over 70% of all process tool revenues. For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 73% of total sales.
We are dependent upon a small number of customers, as the semiconductor equipment manufacturer market is highly concentrated with five companies accounting for over 70% of all semiconductor wafer fabrication equipment revenues. For 2025, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 76% of total sales.
Competition The market for our products is very competitive. When we compete for new business, we face competition from other suppliers of gas or chemical delivery subsystems, and in some cases with the internal manufacturing groups of OEMs.
When we compete for new business, we face competition from other suppliers of gas or chemical delivery subsystems, and in some cases with the internal manufacturing groups of OEMs.
Our internally developed proprietary components can be integrated into our existing fluid delivery systems as well as our next generation gas panel. We believe that the industries we serve have a growing need for the unique expertise we offer in precision machining, fluid mechanics, controls, and the component needed for next generation processes.
Our internally developed proprietary components can be integrated into our existing fluid delivery systems as well as our next generation gas panels. We believe that the semiconductor industry has a growing need for the unique expertise we offer in precision machining, fluid mechanics, controls, and the components needed for next generation processes.
At each customer, we are an outsourced supplier of fluid delivery subsystems and components for a subset of their entire process tool offerings. We are constantly looking to expand our market share at our existing customers.
Each of our customers produces many different process tools for various semiconductor processing steps. At each semiconductor customer, we are an outsourced supplier of fluid delivery subsystems and components for a subset of their entire process tool offerings. We are constantly looking to expand our market share at our existing customers.
Our sales process involves close collaboration between our account managers and engineering and operations teams. Account managers and engineers work together with customers and in certain cases provide on-site support, including attending customers’ internal meetings related to production and engineering design.
As a result, we locate many of our account managers near the customers they support. Our sales process involves close collaboration between our account managers, engineering, and operations teams. Account managers and engineers work together with customers, and in certain cases provide on-site support, including attending customers’ internal meetings related to production and engineering design.
Supply Chain Management We use a wide range of components and materials in the production of our gas and chemical delivery systems, including filters, mass flow controllers, regulators, pressure transducers, substrates, and valves.
Supply Chain Management We use a wide range of components and materials in the production of our gas and chemical delivery systems, including filters, mass flow controllers, regulators, pressure transducers, substrates, and valves. We obtain components and materials from a large number of sources, including single source and sole source suppliers.
Fiscal Period Period Ending Weeks in Period Fiscal Year 2024: December 27, 2024 52 First Quarter March 29, 2024 13 Second Quarter June 28, 2024 13 Third Quarter September 27, 2024 13 Fourth Quarter December 27, 2024 13 Fiscal Year 2023: December 29, 2023 52 First Quarter March 31, 2023 13 Second Quarter June 30, 2023 13 Third Quarter September 29, 2023 13 Fourth Quarter December 29, 2023 13 Fiscal Year 2022: December 30, 2022 52 First Quarter April 1, 2022 13 Second Quarter July 1, 2022 13 Third Quarter September 30, 2022 13 Fourth Quarter December 30, 2022 13 Company Overview We are a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment.
Fiscal Period Period Ending Weeks in Period Fiscal Year 2025: December 26, 2025 52 First Quarter March 28, 2025 13 Second Quarter June 27, 2025 13 Third Quarter September 26, 2025 13 Fourth Quarter December 26, 2025 13 Fiscal Year 2024: December 27, 2024 52 First Quarter March 29, 2024 13 Second Quarter June 28, 2024 13 Third Quarter September 27, 2024 13 Fourth Quarter December 27, 2024 13 Fiscal Year 2023: December 29, 2023 52 First Quarter March 31, 2023 13 Second Quarter June 30, 2023 13 Third Quarter September 29, 2023 13 Fourth Quarter December 29, 2023 13 Company Overview 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.
The key elements of our growth strategy are: Grow Our Market Share within Existing Customer Base We intend to grow our position within our existing customers by continuing to leverage our specialized engineering talent, early collaboration approach with OEMs to foster long-term relationships, and expanded product offerings. Each of our customers produces many different process tools for various process steps.
The key elements of our growth strategy are: 3 Table of Contents Grow Our Market Share within Existing Semiconductor Customer Base We intend to grow our position within our existing semiconductor customers by continuing to leverage our specialized engineering talent, early collaboration approach with OEMs to foster long-term relationships, and expanded product offerings.
Our analytical and testing capabilities enable us to evaluate multiple supplier component technologies and provide customers with a wide range of appropriate component and design choices for their gas and chemical delivery systems and other critical subsystems. These capabilities also help us anticipate technological changes and the requirements in component features for next-generation gas delivery systems and other critical subsystems.
Our analytical and testing capabilities enable us to evaluate multiple supplier component technologies and provide customers with a wide range of appropriate component and design choices for their gas and chemical delivery systems and other critical subsystems.
These approaches are designed to reduce our inventory levels and maintain flexibility in responding to changes in product demand. A key part of our strategy is to identify multiple suppliers with a strong global reach that are located within close proximity to our manufacturing locations. Technology Development and Engineering We have a long history of engineering innovation and development.
A key part of our strategy is to identify multiple suppliers with a strong global reach that are located within close proximity to our manufacturing locations. Technology Development and Engineering We have a long history of engineering innovation and development.
We anticipate that increased competitive pressures may cause intensified price-based competition and we may have to reduce the prices of our products.
We anticipate that increased competitive pressures may cause intensified price-based competition and we may have to reduce the prices of our products. In addition, we expect to face new competitors as we enter new markets.
While we consider our patents to be valuable assets, we do not believe the success of our business or our overall operations are dependent upon any single patent or group of related patents. In addition, we do not believe that the loss or expiration of any single patent or group of related patents would materially affect our business.
The expiration dates of our granted patents range from 2027 to 2043. While we consider our patents to be valuable assets, we do not believe the success of our business or our overall operations are dependent upon any single patent or group of related patents.
We operate facilities in California, Minnesota, and Mexico for precision machining of components for sale to our customers and internal use, as well as specialty joining and plating technologies.
We operate facilities in California, Minnesota, and Mexico for precision machining of components for sale to our customers and internal use, as well as specialty joining and plating technologies. Our quality management system is AS9100 certified and we operate International Traffic in Arms Regulations ("ITAR") compliant facilities in Minnesota and California.
However, in the future we could incur substantial costs, including cleanup costs, fines or civil or criminal sanctions, or third-party property damage, or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities.
In 2025, compliance with the governmental regulations applicable to us, including environmental regulations, did not have a material effect on our capital expenditures, earnings, or competitive position. 10 Table of Contents However, in the future we could incur substantial costs, including cleanup costs, fines or civil or criminal sanctions, or third-party property damage, or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at our facilities.
Outsourcing enables OEMs to reduce their costs and development time, providing growth opportunities for specialized subsystems suppliers like us. Our goal is to be a leading supplier of fluid delivery subsystems and components to OEMs engaged in manufacturing capital equipment to produce semiconductors and to leverage our technology and products to expand the share of our addressable markets.
Our goal is to be a leading supplier of fluid delivery subsystems and components to OEMs engaged in manufacturing capital equipment to produce semiconductors and to leverage our technology and products to expand the share of our addressable markets.
We have facilities in the United States, Singapore, Malaysia, the United Kingdom, Korea, and Mexico. Operations Our product cycle engagements begin by working closely with our customers to outline the solution specifications before design and prototyping even begin.
We have facilities in the United States, Singapore, Malaysia, and Mexico. Operations Our product cycle engagements begin by working closely with our customers to outline the solution specifications before design and prototyping even begin. Our design and manufacturing process is highly flexible, enabling our customers to make alterations to their final requirements throughout the design, engineering, and manufacturing process.
The primary competitive factors we emphasize include: • customer relationships; • early engagement with customers; • large and experienced engineering staff; • design-to-delivery cycle times; and • flexible manufacturing capabilities.
The chemical delivery subsystem, weldment, and precision machining industries are fragmented, and we face competition from numerous smaller suppliers. The primary competitive factors we emphasize include: • customer relationships; • early engagement with customers; • large and experienced engineering staff; • design-to-delivery cycle times; and • flexible manufacturing capabilities.
The majority of our sales are generated from projects during which our engineers cooperated with our customer early in the design cycle. Through this early collaborative process, we become an integral part of our customers’ design and development processes, and we are able to quickly anticipate and respond to our customers’ changing requirements.
Through this early collaborative process, we become an integral part of our customers’ design and development processes, and we are able to quickly anticipate and respond to our customers’ changing requirements.
Our engineers are closely connected with our customers and typically work at our customers’ sites and operate as an extension of our customers’ design team. We engineer within our customers’ processes, design vaults, drawing standards, and part numbering systems. These development efforts are designed to meet specific customer requirements in the areas of subsystem design, materials, component selection, and functionality.
We engineer within our customers’ processes, design vaults, drawing standards, and part numbering systems. These development efforts are designed to meet specific customer requirements in the areas of subsystem design, materials, component selection, and functionality. The majority of our sales are generated from projects during which our engineers cooperated with our customer early in the design cycle.
In addition, we expect to face new competitors as we enter new markets. 8 Table of Contents Intellectual Property Our success depends, in part, upon our ability to develop, maintain, and protect our technology and products and to conduct our business without infringing the proprietary rights of others.
Intellectual Property Our success depends, in part, upon our ability to develop, maintain, and protect our technology and products and to conduct our business without infringing the proprietary rights of others. We continue to invest in securing intellectual property protection for our technology and products and protect our technology by, among other things, filing patent applications.
For example, as semiconductor devices become more complex, atomic layer deposition (“ALD”), etch, and chemical vapor deposition (“CVD”) require more precise gas control, with faster response times, tighter repeatability, and cleaner, more corrosion-resistant systems. By leveraging our existing customer relationships and strong history of solving these challenges, we believe this will grow market share.
Additionally, as semiconductor devices become more complex, atomic layer deposition (“ALD”), etch, and chemical vapor deposition (“CVD”), and extreme ultraviolet (“EUV”) lithography require more precise gas control, with faster response times, tighter repeatability, and cleaner, more corrosion-resistant systems.
We do not have long-term contracts that require customers to place orders with us in fixed or minimum volumes, and we generally operate on a purchase order basis with customers. Our sales and marketing efforts focus on fostering close business relationships with our customers. As a result, we locate many of our account managers near the customer they support.
We do not have long-term contracts that require customers to place orders with us in fixed or minimum volumes, and we generally operate on a purchase order basis with customers. We have established relationships with a number of aerospace and defense customers that have led to recurring work and collaboration on new design activities.
We obtain components and materials from a large number of sources, including single source and sole source suppliers. 7 Table of Contents We use supplier-consigned material and just-in-time stocking programs for a portion of our inventories to effectively manage our component inventories and better respond to changing customer requirements.
We use supplier-consigned material and just-in-time stocking programs for a portion of our inventories to effectively manage our component inventories and better respond to changing customer requirements. These approaches are designed to reduce our inventory levels and maintain flexibility in responding to changes in product demand.
We believe that our early collaborative approach with customers positions us to deliver innovative and dynamic solutions, offer timely deployment and meet competitive cost targets, further increasing our market share. 3 Table of Contents Grow Our Total Available Market and Share of the Market with Expanded Product Offerings We continue to work with our existing customer base on additional opportunities, including machined products, proprietary components, and chemical delivery systems and components as a few of our important potential growth areas.
Grow Our Total Available Market and Share of the Semiconductor Market with Expanded Product Offerings We continue to work with our existing semiconductor customer base on additional opportunities, including machined products, proprietary components, chemical delivery systems, and fluid control products.
In addition, our senior management conducts quarterly reviews of our quality control system to evaluate effectiveness. Our customers also complete quarterly surveys which allow us to measure satisfaction.
In addition, our senior management conducts quarterly reviews of our quality control system to evaluate effectiveness. We actively solicit customer satisfaction through periodic business reviews with our strategic customer base.
Our design and manufacturing process is highly flexible, enabling our customers to make alterations to their final requirements throughout the design, engineering, and manufacturing process. This flexibility results in significantly decreased order-to-delivery cycle times for our customers.
This flexibility results in significantly decreased order-to-delivery cycle times for our customers.
We develop intellectual property for our own use in our products, as well as for our customers. Intellectual property developed on behalf of our customers is generally owned exclusively by those customers. In addition, we have agreed to indemnify certain of our customers against claims of infringement of the intellectual property rights of others with respect to our products.
In addition, we do not believe that the loss or expiration of any single patent or group of related patents would materially affect our business. We develop intellectual property for our own use in our products, as well as for our customers. Intellectual property developed on behalf of our customers is generally owned exclusively by those customers.
Machined components are also provided to other critical non‑semiconductor markets, including aerospace and medical device. 6 Table of Contents Customers, Sales, and Marketing We primarily market and sell our products directly to equipment OEMs in the semiconductor equipment market.
For our aerospace and defense customers, we offer a variety of machined components to meet critical design requirements that typically incorporate complex features and tight dimensional tolerances. Customers, Sales, and Marketing For the semiconductor industry, we primarily market and sell our products directly to equipment OEMs in the semiconductor equipment market.
We continue to invest in securing intellectual property protection for our technology and products and protect our technology by, among other things, filing patent applications. We also rely on a combination of trade secrets and confidentiality provisions, and to a much lesser extent, copyrights and trademarks, to protect our proprietary rights.
We also rely on a combination of trade secrets and confidentiality provisions, and to a much lesser extent, copyrights and trademarks, to protect our proprietary rights. As of December 26, 2025, we had 103 granted patents and 105 pending patent applications, of which 44 and 32, respectively, were filed in the U.S.
We believe that our business is operated in substantial compliance with applicable laws and regulations. In 2024, compliance with the governmental regulations applicable to us, including environmental regulations, did not have a material effect on our capital expenditures, earnings, or competitive position.
We believe that our business is operated in substantial compliance with applicable laws and regulations.
We offer a wide range of specialty joining technologies including orbital, tungsten inert gas, e‑beam, and laser welding, as well as hydrogen and vacuum brazing. Precision Machining Precision machining provides us the ability to supply our customers with components used in our gas delivery systems and weldments, while also providing custom machined solutions throughout customers’ equipment.
It also provides the lowest flow, down to 0.01 sccm, for high-precision applications. Precision Machining For our semiconductor customers, precision machining enables us to serve as our own supplier for the components used in our gas delivery systems and weldments, while also providing custom machined solutions throughout our customers’ equipment.
We also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing and surface treatment technologies, and other proprietary products for the commercial space, aerospace, defense, medical device, and general-industrial industries.
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. 1 Table of Contents Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing processes.
In 2024, we continued our employee cash spot bonus and continuous improvement programs to recognize and reward outstanding contributions. Learning and Development We believe in empowering our employees through continuous learning and career development. Our multi-faceted approach includes tuition reimbursement, digital learning platforms, on-the-job training, and leadership development programs. We invest in preparing the next generation of leaders.
Learning and Development We invest in developing the skills and capabilities needed to support our business today and into the future. Our learning and development approach includes on-the-job training, digital learning platforms, tuition reimbursement, and targeted leadership development programs.
Historically, we have not paid any claims under these indemnification obligations, and we do not have any pending indemnification claims against us. Human Capital Resources As a global industry leader, we recognize that our success is driven by the talent, dedication, and well-being of our employees.
In addition, we have agreed to indemnify certain of our customers against claims of infringement of the intellectual property rights of others with respect to our products. Historically, we have not paid any claims under these indemnification obligations, and we do not have any pending indemnification claims against us.
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This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively. 1 Table of Contents Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing processes.
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Outsourcing enables OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.
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Our Growth Strategy Our objective is to enhance our position as a leader in providing fluid delivery solutions, including subsystems, components, and legacy tool refurbishment, to our customers by leveraging our core strengths.
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Our Growth Strategy Our objective is to leverage our position as a leader in high-precision engineering and manufacturing in the semiconductor, aerospace, and defense industries to grow revenue at rates faster than the industries we serve. We provide fluid delivery solutions, subsystems, and complex machined components to our customers, supporting their most advanced products.
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We have expanded our served customer base with expanded product offerings through both internal development and opportunistic acquisitions. This has enabled us to manufacture and assemble the complex products and precision machined components for the semiconductor equipment market, including at our existing customer base, as well as for the commercial space, aerospace, defense, medical device, and general-industrial industries.
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We believe that our early collaborative approach with customers positions us to deliver innovative and dynamic solutions, offer timely deployment, and meet competitive cost targets, further increasing our market share.
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Expand Our Total Customer Base within Fluid Delivery Market We have expanded our customer base to include a leading lithography system manufacturer and a leading ALD system manufacturer. We continue to actively engage with new customers that are considering outsourcing their gas and chemical delivery needs and we continue to expand our components business.
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By leveraging our existing customer relationships and strong history of solving these challenges, we believe this will enable us to achieve more design wins on our customers’ products and grow our market share.
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Our acquisition of IMG Companies, LLC and its subsidiaries (“IMG”) in November 2021 further expanded our total customer base with new customers in the medical, aerospace, and defense sectors.
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Utilizing our internally developed components allows us to grow our total available market while offering our customers improved performance at competitive price points. We have expanded our product offerings through both internal development and opportunistic acquisitions. Expand Our Total Customer Base Beyond the Semiconductor Industry We support a number of aerospace and defense related customers with advanced, high-precision manufacturing services.
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We continue to transition from being an integration engineering and components company into a gas and chemical delivery system and subsystem leader with product development and systems engineering, as well as integration expertise.
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We are strengthening our support for these customers to increase our new design win rate. The aerospace and defense sector represents a high-growth opportunity where our current market share is low. We believe that additional focus on this industry segment will be a strong contributor to our future growth and profitability.
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The chemical delivery subsystem, weldments, and precision machining industries are fragmented, and we face competition from numerous smaller suppliers. In addition, the market for tool refurbishment is fragmented, and we compete with many regional competitors.
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We offer a wide range of specialty joining technologies including orbital, tungsten inert gas, e‑beam, and laser welding, as well as hydrogen and vacuum brazing. Valves Ichor manufactures a full line of diaphragm valves, including conventional and modular diaphragm valves, modular metering valves, and check valves that are engineered to meet or exceed all industry standards in performance and purity.
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As of December 27, 2024, we had 81 granted patents and 95 pending patent applications, of which 38 and 27, respectively, were filed in the U.S. The expiration dates of our granted patents range from 2027 to 2042.
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We offer high reliability conventional diaphragm valves ("CDV") for conventional mounting systems, as well as modular diaphragm valves ("MDV") for surface mount systems.
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We are committed to being responsible corporate citizens, fostering a workplace that is safe, inclusive, and rewarding. Our employees are the foundation of our company, and our core values of innovation , collaboration , honesty , operational excellence , and reliability define our culture, shape our decisions, and guide our actions.
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All of our valves are engineered to meet SEMI specifications, provide outstanding reliability and performance, and are compatible with all current competitive systems in the marketplace. 6 Table of Contents Advanced Flow Control Our advanced flow controller ("AFC") is our patented state-of-the-art mass flow technology manufactured to replace the mass flow controllers ("MFC") in traditional fluid delivery subsystems.
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We embrace diverse backgrounds and perspectives, fostering an environment that supports continuous personal and professional growth. Below, we outline key initiatives that reflect our dedication to sound human capital management practices. Workforce As of December 27, 2024, we employed approximately 1,820 full‑time employees and 560 contingent/temporary workers.
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The AFC product line is the first to incorporate the flow restrictor in the downstream positive shut-off valve, allowing for gas box size and component reduction while also improving performance specifications. Our AFC has the fastest on/off response, at less than 100ms, with no bursting and is insensitive to inlet/outlet pressure.
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Our workforce strategy is designed to balance flexibility with stability, allowing us to adapt to evolving business needs and geographic demand. Total Rewards We are committed to attracting, engaging, and retaining top talent by offering competitive and equitable compensation and benefits.
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Currently, revenue from the aerospace and defense industry represent less than 10% of our total sales. Additional focus is being placed on expanding our engagement in this industry as a source for future revenue growth. Our sales and marketing efforts focus on fostering close business relationships with our customers.
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Our pay-for-performance philosophy aims to ensure that employees are recognized and rewarded based on their contributions, while also upholding our commitment to pay equity across gender, race, and ethnicity. Our compensation structure includes a mix of fixed and variable pay, tailored to business and functional needs.
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We have built a team of fluid delivery experts. Our engineering team consists of engineers and designers with chemical, mechanical, electrical, software, systems, and manufacturing-engineering expertise. Our engineers are closely connected with our customers and often work at our customers’ sites and operate as an extension of our customers’ design team.
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For key leaders and high-potential employees, we provide equity-based long-term incentives aligned with our strategic objectives. Our benefits portfolio includes locally competitive health and wellness programs, retirement savings plans with company contributions, and a discounted employee stock purchase plan. We also invest in holistic well-being initiatives that support employees’ physical, emotional, and financial health.
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These capabilities also help us anticipate technological changes and the requirements in component features for future gas delivery systems and other critical subsystems. 8 Table of Contents Competition The market for our products is very competitive.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBusiness and Operational Risks • The manufacturing of our products is highly complex. • Defects in our products could damage our reputation, decrease market acceptance of our products, and result in potentially costly litigation. • We may incur unexpected warranty and performance guarantee claims. • Our dependence on a limited number of suppliers may harm our production output and increase our costs. • We may face supply chain disruptions, manufacturing interruptions or delays. • We are subject to order and shipment uncertainties. • Our customers generally require that they qualify our engineering, documentation, manufacturing and quality control procedures. • We may be subject to interruptions or failures in our information technology systems. • Certain of our customers require that we consult with them in connection with specified fundamental changes in our business. • Our business is largely dependent on the know-how of our employees, and we generally do not have an intellectual property position that is protected by patents. • Our business will suffer if we are unable to attract, hire, integrate, and retain key personnel and other necessary employees, particularly in the highly competitive technology labor market, or if we experience labor disruptions at our facilities. • The technology labor market is very competitive, and labor disruptions could materially adversely affect our business. • Our business is subject to the risks of catastrophic events. 11 Table of Contents Legal and Regulatory Risks • Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data protection, and other matters. • Third parties have claimed and may in the future claim we are infringing their intellectual property. • From time to time, we may become involved in other litigation and regulatory proceedings. • As a global company, we are subject to the risks of doing business internationally. • Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our business. • We are subject to numerous environmental laws and regulations. • We previously identified material weaknesses in our internal control over financial reporting, and the failure to maintain an effective system of internal controls and procedures may cause investors to lose confidence in our financial reporting. • Changes in tax laws, tax rates or tax assets and liabilities could materially adversely affect our financial condition and results of operations.
Biggest changeBusiness and Operational Risks • The manufacturing of our products is highly complex. • Defects in our products could damage our reputation, decrease market acceptance of our products, and result in potentially costly litigation. • We may incur unexpected warranty and performance guarantee claims. • Our dependence on a limited number of suppliers may harm our production output and increase our costs. 11 Table of Contents • We may face supply chain disruptions, manufacturing interruptions or delays. • We are subject to order and shipment uncertainties. • Our customers generally require that they qualify our engineering, documentation, manufacturing and quality control procedures. • We may be subject to interruptions, failures, or cybersecurity breaches in our information technology systems. • Certain of our customers require that we consult with them in connection with specified fundamental changes in our business. • Our business is largely dependent on the know-how of our employees, and we generally do not have an intellectual property position that is protected by patents. • Our business will suffer if we are unable to attract, hire, integrate, and retain key personnel and other necessary employees, particularly in the highly competitive technology labor market, or if we experience labor disruptions at our facilities. • The technology labor market is very competitive, and labor disruptions could materially adversely affect our business. • Our business is subject to the risks of catastrophic events. • We may be classified as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences for U.S. holders.
While inflation has slowed from its peak in 2022 and the U.S. Federal Reserve decreased the federal funds rate in 2024, the rate continues to be elevated and there can be no assurances that the rate will continue to decrease or that it will not be increased in 2025 or beyond.
While inflation has slowed from its peak in 2022 and the U.S. Federal Reserve decreased the federal funds rate in 2024 and 2025, the rate continues to be elevated and there can be no assurances that the rate will continue to decrease or that it will not be increased in 2026 or beyond.
While our customer agreements generally provide for indemnification of us by a customer if we are subjected to litigation for third-party claims of infringement of such customer’s intellectual property, such indemnification provisions may not be sufficient to fully protect us from such claims, or our customers may breach such indemnification obligations to us, which could result in costly litigation to defend against such claims or enforce our contractual rights to such indemnification. 23 Table of Contents From time to time, we may become involved in other litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business.
While our customer agreements generally provide for indemnification of us by a customer if we are subjected to litigation for third-party claims of infringement of such customer’s intellectual property, such indemnification provisions may not be sufficient to fully protect us from such claims, or our customers may breach such indemnification obligations to us, which could result in costly litigation to defend against such claims or enforce our contractual rights to such indemnification. 25 Table of Contents From time to time, we may become involved in other litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business.
As a result, changes in applicable tax laws in these jurisdictions could have a material adverse effect on our financial condition and results of operations. 26 Table of Contents We are also subject to regular examination by the Internal Revenue Service and other tax authorities, and from time to time we initiate amendments to previously filed tax returns.
As a result, changes in applicable tax laws in these jurisdictions could have a material adverse effect on our financial condition and results of operations. 30 Table of Contents We are also subject to regular examination by the Internal Revenue Service and other tax authorities, and from time to time we initiate amendments to previously filed tax returns.
The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations. 24 Table of Contents Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations. 26 Table of Contents Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal and reporting of toxic, volatile or otherwise hazardous materials (such as regulations imposed on the use or sale of PFAS or PFAS-containing products) used in our manufacturing processes.
These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal and reporting of toxic, volatile or otherwise hazardous materials (such as regulations imposed on the use or sale of polyfluoroalkyl substances ("PFAS") or PFAS-containing products) used in our manufacturing processes.
We initiated labor cost reduction initiatives in the fourth quarter of 2022, continuing through the second quarter of 2024, which may adversely affect us as a result of decreased employee morale, the loss of institutional knowledge held by departing employees and the allocation of resources to reorganize and reassign job roles and responsibilities.
We initiated labor cost reduction initiatives in the second quarter of 2025, continuing through the fourth quarter of 2025, which may adversely affect us as a result of decreased employee morale, the loss of institutional knowledge held by departing employees and the allocation of resources to reorganize and reassign job roles and responsibilities.
Moreover, as cyber-security events increase in frequency and magnitude, we may be unable to obtain cyber-security insurance in amounts and on terms we view as appropriate for our operations. 20 Table of Contents The reliability and capacity of our information technology systems is critical to our operations and the implementation of our growth initiatives.
Moreover, as cyber-security events increase in frequency and magnitude, we may be unable to obtain cyber-security insurance in amounts and on terms we view as appropriate for our operations. The reliability and capacity of our information technology systems is critical to our operations and the implementation of our growth initiatives.
For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 73% of total sales, and we expect that our sales will continue to be concentrated among a very small number of customers. We do not have any long-term contracts that require customers to place orders with us in fixed or minimum volumes.
For 2025, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 76% of total sales, and we expect that our sales will continue to be concentrated among a very small number of customers. We do not have any long-term contracts that require customers to place orders with us in fixed or minimum volumes.
In addition, we cannot provide assurances that we will furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A U.S. investor should consult its tax advisors regarding the potential application of these rules to an investment in our shares in its particular circumstances. ITEM 1B.
In addition, we cannot provide assurances that we will furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A U.S. investor should consult its tax advisors regarding the potential application of these rules to an investment in our shares in its particular circumstances. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We may be subject to interruptions or failures in our information technology systems . We rely on our information technology systems to process transactions, summarize our operating results and manage our business.
We may be subject to interruptions, failures, or cybersecurity breaches in our information technology systems . We rely on our information technology systems to process transactions, summarize our operating results and manage our business.
Our quarterly sales and operating results have fluctuated significantly in the past, and we expect them to continue to fluctuate in the future for a variety of reasons, including the following: • demand for and market acceptance of our products as a result of the cyclical nature of the industries we serve or otherwise, often resulting in reduced sales during industry downturns and increased sales during periods of industry recovery or growth; • overall economic conditions; • changes in the timing and size of orders by our customers; • strategic decisions by our customers to terminate their outsourcing relationship with us or give market share to our competitors; • consolidation by our customers; • cancellations and postponements of previously placed orders; • pricing pressure from either our competitors or our customers, resulting in the reduction of our product prices or loss of market share; 28 Table of Contents • disruptions or delays in the manufacturing of our products or in the supply of components or raw materials that are incorporated into or used to manufacture our products, thereby causing us to delay the shipment of products; • decreased margins for several or more quarters following the introduction of new products, especially as we introduce new subsystems or other products or services; • changes in design-to-delivery cycle times; • inability to reduce our costs quickly in step with reductions in our prices or in response to decreased demand for our products; • changes in our mix of products sold; • write-offs of excess or obsolete inventory; • increased fixed overhead; • one-time expenses or charges; and • announcements by our competitors of new products, services or technological innovations, which may, among other things, render our products less competitive.
Our quarterly sales and operating results have fluctuated significantly in the past, and we expect them to continue to fluctuate in the future for a variety of reasons, including the following: • demand for and market acceptance of our products as a result of the cyclical nature of the industries we serve or otherwise, often resulting in reduced sales during industry downturns and increased sales during periods of industry recovery or growth; • overall economic conditions; • changes in the timing and size of orders by our customers; • strategic decisions by our customers to terminate their outsourcing relationship with us or give market share to our competitors; • consolidation by our customers; • cancellations and postponements of previously placed orders; • pricing pressure from either our competitors or our customers, resulting in the reduction of our product prices or loss of market share; • disruptions or delays in the manufacturing of our products or in the supply of components or raw materials that are incorporated into or used to manufacture our products, thereby causing us to delay the shipment of products; • decreased margins for several or more quarters following the introduction of new products, especially as we introduce new subsystems or other products or services; • changes in design-to-delivery cycle times; • inability to reduce our costs quickly in step with reductions in our prices or in response to decreased demand for our products; • changes in our mix of products sold; • write-offs of excess or obsolete inventory; • increased fixed overhead; • one-time expenses or charges; and • announcements by our competitors of new products, services or technological innovations, which may, among other things, render our products less competitive. 33 Table of Contents As a result of the foregoing, we believe that quarter-to-quarter comparisons of our sales and results of operations may not be meaningful and that these comparisons may not be an accurate indicator of our future performance.
For example, the Bureau of Industry and Security (“BIS") has issued multiple rules in the last several years (the "BIS Rules"), most recently on December 2, 2024, that restrict the export of advanced computing and semiconductor manufacturing items when provided for use in certain semiconductor manufacturing activities in China, which have impacted and may continue to impact our sales and operations.
For example, the Bureau of Industry and Security (“BIS") has issued multiple rules in the last several years (the "BIS Rules") that restrict the export of advanced computing and semiconductor manufacturing items when provided for use in certain semiconductor manufacturing activities in China, which have impacted and may continue to impact our sales and operations.
Ordinary Share Ownership Risks • Our quarterly sales and operating results fluctuate significantly from period to period, and the price of our ordinary shares may fluctuate substantially. • Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders. • The issuance of preferred shares could adversely affect holders of ordinary shares. • Our shareholders may face difficulties in protecting their interests under the laws of the Cayman Islands compared to the laws of the U.S. • There can be no assurance that we will not be a passive foreign investment company for any taxable year. • If a U.S. person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax consequences. 12 Table of Contents Economic and Strategic Risks Our business depends significantly on expenditures by manufacturers in the semiconductor capital equipment industry, which, in turn, is dependent upon the semiconductor device industry.
Ordinary Share Ownership Risks • Our quarterly sales and operating results fluctuate significantly from period to period, and the price of our ordinary shares may fluctuate substantially. • Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders. • The issuance of preferred shares could adversely affect holders of ordinary shares. • Our shareholders may face difficulties in protecting their interests under the laws of the Cayman Islands compared to the laws of the U.S. • If a U.S. person is treated as owning at least 10% of our shares, such person may be subject to adverse U.S. federal income tax consequences. 12 Table of Contents Economic and Strategic Risks Our business depends significantly on expenditures by manufacturers in the semiconductor capital equipment industry, which, in turn, is dependent upon the semiconductor device industry.
We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain an effective system of internal controls, disclosure controls, and procedures, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our share price.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our share price.
Furthermore, since we are a Cayman Islands company with a portion our assets located outside of the U.S., it may be difficult or impossible for shareholders to bring an action against us in the U.S. in the event that shareholders believe that their rights have been infringed under U.S. federal securities laws or otherwise.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. 34 Table of Contents Furthermore, since we are a Cayman Islands company with a portion our assets located outside of the U.S., it may be difficult or impossible for shareholders to bring an action against us in the U.S. in the event that shareholders believe that their rights have been infringed under U.S. federal securities laws or otherwise.
Our credit facilities contain certain restrictive covenants and conditions, including limitations on our ability to, among other things: • incur additional indebtedness or contingent obligations; • create or incur liens, negative pledges or guarantees; • make investments; • make loans; • sell or otherwise dispose of assets; • merge, consolidate or sell substantially all of our assets; • make certain payments on indebtedness; • pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; • enter into certain agreements that restrict distributions from restricted subsidiaries; • enter into transactions with affiliates; • change the nature of our business; and • amend the terms of our organizational documents. 27 Table of Contents As a result of these covenants, we may be restricted in our ability to pursue new business opportunities or strategies or to respond quickly to changes in the industries that we serve.
Our credit facilities contain certain restrictive covenants and conditions, including limitations on our ability to, among other things: • incur additional indebtedness or contingent obligations; • create or incur liens, negative pledges or guarantees; • make investments; • make loans; • sell or otherwise dispose of assets; • merge, consolidate or sell substantially all of our assets; • make certain payments on indebtedness; • pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; • enter into certain agreements that restrict distributions from restricted subsidiaries; • enter into transactions with affiliates; • change the nature of our business; and • amend the terms of our organizational documents.
While we have not experienced any material work stoppages at any of our facilities, any stoppage or slowdown could cause material interruptions in manufacturing, and we cannot ensure that alternate qualified personnel would be available on a timely basis, or at all.
None of our employees are unionized, but in various countries, local law requires our participation in works councils. While we have not experienced any material work stoppages at any of our facilities, any stoppage or slowdown could cause material interruptions in manufacturing, and we cannot ensure that alternate qualified personnel would be available on a timely basis, or at all.
To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, our efforts to maintain the security and integrity of our information technology systems may not be effective and security breaches or disruptions could result in material financial or other losses in the future, especially if we are not able to predict the probability and the severity of these attacks.
Our cybersecurity defenses may require substantial ongoing investment in AI-powered security tools, threat intelligence, and skilled security personnel to address the evolving AI threat landscape. 20 Table of Contents To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, our efforts to maintain the security and integrity of our information technology systems may not be effective and security breaches or disruptions could result in material financial or other losses in the future, especially if we are not able to predict the probability and the severity of these attacks.
To the extent that the BIS or other relevant regulators impose additional export restrictions that apply to our business, it will have an adverse impact on our revenues and operations as well.
To the extent that the BIS or other relevant regulators impose additional export restrictions that apply to our business, it will have an adverse impact on our revenues and operations as well. This represents a structural, long-term threat to our revenue rather than merely a cyclical or regulatory compliance issue.
During the fourth quarter of 2022, we initiated labor cost reduction initiatives to better align our resources with the decreased demand environment, which continued through the second quarter of 2024. While we operate under a low fixed cost model, we may not be able to proportionally reduce all of our costs if we are required to reduce our prices.
During the third quarter of 2025, we initiated the Consolidation Restructuring Plan to better align our footprint with the demand environment. While we operate under a low fixed cost model, we may not be able to proportionally reduce all of our costs if we are required to reduce our prices.
A violation of any of these covenants would be deemed an event of default under our credit facilities. In such event, upon the election of the lenders, the loan commitments under our credit facilities would terminate and the principal amount of the loans and accrued interest then outstanding would be due and payable immediately.
In such event, upon the election of the lenders, the loan commitments under our credit facilities would terminate and the principal amount of the loans and accrued interest then outstanding would be due and payable immediately. A default may also result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
We also may need to negotiate changes to the covenants in the agreements governing our credit facilities in the future if there are material changes in our business, financial condition or results of operations, but we cannot ensure that we will be able to do so on terms favorable to us or at all.
We also may need to negotiate changes to the covenants in the agreements governing our credit facilities in the future if there are material changes in our business, financial condition or results of operations, but we cannot ensure that we will be able to do so on terms favorable to us or at all. 32 Table of Contents Furthermore, our ability to make scheduled payments on or to refinance our indebtedness, including under our credit facilities, depends on our financial condition and results of operations, which are subject to prevailing economic and competitive conditions and other factors beyond our control.
Liquidity and Capital Resources Risks • We have a substantial amount of indebtedness and are subject to restrictive covenants. • We are subject to interest rate risk associated with variable rates on our outstanding indebtedness. • If one or more of our counterparty financial institutions default on their obligations to us or fail, we may incur significant losses.
Liquidity and Capital Resources Risks • We have a substantial amount of indebtedness and are subject to restrictive covenants. • We are subject to interest rate risk associated with variable rates on our outstanding indebtedness.
To the extent that natural disasters or other calamities or causalities should result in delays or cancellations of customer orders, or the delay in the manufacture or shipment of our products, our business, financial condition and results of operations would be materially adversely affected. 22 Table of Contents Legal and Regulatory Risks Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data protection, and other matters.
To the extent that natural disasters or other calamities or causalities should result in delays or cancellations of customer orders, or the delay in the manufacture or shipment of our products, our business, financial condition and results of operations would be materially adversely affected.
Any future litigation to enforce patents issued to us, to protect trade secrets or know-how possessed by us or to defend ourselves or to indemnify others against claimed infringement of the intellectual property rights of others could have a material adverse effect on our business, financial condition and results of operations. 21 Table of Contents Our business will suffer if we are unable to attract, hire, integrate and retain key personnel and other necessary employees, particularly in the highly competitive technology labor market, or if we experience labor disruptions at our facilities.
Any future litigation to enforce patents issued to us, to protect trade secrets or know-how possessed by us or to defend ourselves or to indemnify others against claimed infringement of the intellectual property rights of others could have a material adverse effect on our business, financial condition and results of operations.
If we issue preferred shares in the future that have preference over our ordinary shares with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our ordinary shares, the rights of holders of our ordinary shares or the price of our ordinary shares could be adversely affected. 29 Table of Contents Our shareholders may face difficulties in protecting their interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the U.S.
If we issue preferred shares in the future that have preference over our ordinary shares with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred shares with voting rights that dilute the voting power of our ordinary shares, the rights of holders of our ordinary shares or the price of our ordinary shares could be adversely affected.
Moreover, our results of operations in one or more future quarters may fail to meet our guidance or the expectations of securities analysts or investors. If this occurs, we would expect to experience an immediate and significant decline in the trading price of our ordinary shares.
If this occurs, we would expect to experience an immediate and significant decline in the trading price of our ordinary shares.
We may not succeed in developing and implementing policies and strategies to counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our sales, profitability or cash flows, or cause an increase in our liabilities. 25 Table of Contents We are subject to numerous environmental laws and regulations, including laws and regulations addressing climate change, which could require us to incur environmental liabilities, increase our manufacturing and related compliance costs or otherwise adversely affect our business.
We may not succeed in developing and implementing policies and strategies to counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our sales, profitability or cash flows, or cause an increase in our liabilities.
We may be the target of attempted cyber-attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other information security threats. In addition, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and to implement increasingly sophisticated cyber-attacks.
We may be the target of attempted cyber-attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other information security threats.
Disruption of certain critical operations in China or Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry.
Disruption of certain critical operations in China or Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry. 27 Table of Contents Tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods.
Furthermore, we do not maintain key person life insurance with respect to any of our employees. In addition, if any of our key executive officers or other key employees were to join a competitor or form a competing company, we could lose customers, suppliers, know-how and key personnel.
In addition, if any of our key executive officers or other key employees were to join a competitor or form a competing company, we could lose customers, suppliers, know-how and key personnel. 22 Table of Contents As of December 26, 2025, we had approximately 1,891 full time employees and 557 contract/temporary employees worldwide.
While we are still evaluating the impact of Pillar Two, these rules and/or changes to prior tax treatments and positions may materially and adversely impact our provision for income taxes, net income, and cash flows. Liquidity and Capital Resources Risks We have a substantial amount of indebtedness, which could adversely affect us, including by decreasing our business flexibility.
While we are still evaluating the impact of Pillar Two, these rules and/or changes to prior tax treatments and positions may materially and adversely impact our provision for income taxes, net income, and cash flows. Evolving artificial intelligence regulations may restrict our use of AI technologies, impose compliance costs, create liability risks, and affect our competitiveness.
Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands.
Our shareholders may face difficulties in protecting their interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the U.S. Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands.
Certain of our customers require that we consult with them in connection with specified fundamental changes in our business and that we address any concerns or requests such customer may have in connection with a fundamental change.
Our failure to keep pace with customer AI adoption could result in loss of market share, reduced pricing power, or exclusion from next-generation equipment platforms, which could have a material adverse effect on our business, financial condition and results of operations. 21 Table of Contents Certain of our customers require that we consult with them in connection with specified fundamental changes in our business and that we address any concerns or requests such customer may have in connection with a fundamental change.
As a result of the foregoing, we believe that quarter-to-quarter comparisons of our sales and results of operations may not be meaningful and that these comparisons may not be an accurate indicator of our future performance. Changes in the timing or terms of a small number of transactions could disproportionately affect our results of operations in any particular quarter.
Changes in the timing or terms of a small number of transactions could disproportionately affect our results of operations in any particular quarter. Moreover, our results of operations in one or more future quarters may fail to meet our guidance or the expectations of securities analysts or investors.
The agreement that governs our indebtedness contains covenants that could impact our ability to perform certain transactions without obtaining pre-approval from our lenders. As of December 27, 2024, we had total principal outstanding of $129.4 million under our term loan facility and no outstanding balance under our revolving credit facility (collectively “credit facilities”).
As of December 26, 2025, we had total principal outstanding of $125.0 million under our term loan facility and no outstanding balance under our revolving credit facility (collectively “credit facilities”). We may incur additional indebtedness in the future.
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For example, in the fourth quarter of 2024, gross margin was impacted by costs related to our efforts to ramp headcount and other resources to address expected incremental demand in early 2025, which were unable to be fully absorbed during the quarter.
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Legal and Regulatory Risks • Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data protection, and other matters. • Third parties have claimed and may in the future claim we are infringing their intellectual property. • From time to time, we may become involved in other litigation and regulatory proceedings. • As a global company, we are subject to the risks of doing business internationally. • Changes in U.S. or international trade policy, tariffs, and import/export regulations may have a material adverse effect on our business. • We are subject to numerous environmental laws and regulations. • If we fail to maintain an effective system of internal controls and procedures, it may cause investors to lose confidence in our financial reporting. • Changes in tax laws, tax rates or tax assets and liabilities could materially adversely affect our financial condition and results of operations.
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As of December 27, 2024, we had approximately 1,820 full time employees and 560 contract or temporary workers worldwide. None of our employees are unionized, but in various countries, local law requires our participation in works councils.
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Our revenue exposure to specific end markets and technology nodes may amplify cyclicality, and downturns with respect to the demand for certain of our products may disproportionately impact our results even when other products are experiencing growth.
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Tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing trade sanctions on certain U.S. goods.
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In addition, artificial intelligence technologies are increasingly being used by malicious actors to identify vulnerabilities, automate reconnaissance, generate sophisticated phishing and social engineering attacks, develop polymorphic malware that evades traditional detection methods, and implement coordinated cyber-attacks at scale and speed that exceed human-directed attacks.
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In 2021, we identified material weaknesses related to ineffective information technology general controls in the areas of user access and program change management over certain information technology systems that support our financial reporting processes. Such weaknesses have since been remediated.
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As AI capabilities continue to advance, the sophistication, scale, and frequency of AI-enhanced cyber-attacks are expected to increase significantly, potentially outpacing our ability to defend against such threats using conventional cybersecurity measures.
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However, we cannot assure that the measures we have taken will be sufficient to avoid additional material weaknesses in future periods and that we will not identify other material weaknesses in the future.
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Our customers' adoption of artificial intelligence and machine learning technologies for semiconductor manufacturing process optimization and equipment control may create new technical requirements, interoperability challenges, and competitive risks. Semiconductor equipment manufacturers and semiconductor device manufacturers are increasingly adopting artificial intelligence and machine learning technologies for process optimization, predictive maintenance, equipment control, yield enhancement, and fab automation.
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We may incur additional indebtedness in the future.
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These AI/ML capabilities may become standard customer requirements for capital equipment and subsystems, requiring real-time data integration, edge computing capabilities, sophisticated sensors and instrumentation, and software interfaces that enable AI-driven process control and optimization.
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A default may also result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.
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If we are unable to develop and integrate AI/ML capabilities into our gas and chemical delivery subsystems at the pace required by our OEM customers and their end customers, we may be at a competitive disadvantage relative to suppliers who offer AI-enabled products.
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Furthermore, our ability to make scheduled payments on or to refinance our indebtedness, including under our credit facilities, depends on our financial condition and results of operations, which are subject to prevailing economic and competitive conditions and other factors beyond our control.
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Developing AI/ML capabilities may require significant investments in software engineering, data science, sensor technologies, and computing infrastructure, and we may lack the internal expertise or resources to develop such capabilities as rapidly as the market demands.
Removed
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts.
Added
We may also face technical challenges in integrating AI/ML capabilities with our existing product architectures, or in ensuring interoperability with our OEM customers' AI platforms and industry-standard protocols.
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UNRESOLVED STAFF COMMENTS None. 30 Table of Contents
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Additionally, AI-enabled equipment and subsystems may create new data privacy, data security, and intellectual property issues, as process data, recipes, and performance information may be collected, transmitted, and analyzed by AI systems, potentially creating risks of data breaches, unauthorized access to confidential information, or disputes over ownership of AI-generated insights.
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Customer requirements for AI capabilities may also increase product complexity, development costs, and time-to-market for new products, and may require ongoing software updates, maintenance, and support that create new service obligations and cost structures.
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Our business will suffer if we are unable to attract, hire, integrate and retain key personnel and other necessary employees, particularly in the highly competitive technology labor market, or if we experience labor disruptions at our facilities.
Added
Furthermore, we do not maintain key person life insurance with respect to any of our employees.
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Government subsidy programs for semiconductor manufacturing may create artificial and unsustainable demand patterns for capital equipment, and subsidy conditions may create competitive distortions or impose indirect obligations on us. Governments in the United States, European Union, Japan, South Korea, China, and other countries have enacted substantial subsidy and incentive programs to encourage domestic semiconductor manufacturing capacity.
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These programs, including the U.S. CHIPS and Science Act, the EU Chips Act, and similar initiatives, provide grants, tax incentives, loan guarantees, and other financial support to semiconductor manufacturers who build or expand fabrication facilities in specific jurisdictions.
Added
Government subsidy programs may create demand volatility and distortions in the semiconductor capital equipment market: • Subsidized fabrication facility construction may create a near-term surge in capital equipment demand as multiple subsidized projects proceed simultaneously, followed by a sharp decline in demand once subsidy-driven projects are completed, creating boom-bust cycles that are more severe than normal industry cyclicality; • Subsidized facilities may not be economically sustainable without ongoing government support, and may operate at low utilization rates or may be curtailed if subsidies are reduced or eliminated, resulting in lower ongoing demand for spare parts, upgrades, or capacity expansions; • Government subsidy priorities may favor certain types of semiconductor manufacturing (e.g., mature node manufacturing for automotive or industrial applications versus leading-edge logic manufacturing), creating uneven demand across equipment categories and potentially reducing demand for equipment types where we have strong positions; • Subsidized competitors in foreign markets may gain market share due to government support, while we may not have access to equivalent subsidies, creating competitive disadvantages; and • Political changes or budget constraints may result in subsidy programs being reduced, delayed, or eliminated, causing sudden changes in expected demand.
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Additionally, semiconductor manufacturers who receive government subsidies may be subject to various conditions and restrictions that could indirectly affect us: 23 Table of Contents • "Buy national" or domestic content requirements that encourage or require subsidized manufacturers to source equipment and subsystems from domestic suppliers, potentially disadvantaging us if we do not have manufacturing presence in the subsidy jurisdiction or if our products do not meet domestic content thresholds; • Restrictions on subsidized manufacturers' ability to expand manufacturing capacity in certain countries, which may limit end-market demand for equipment in regions where we have sales or manufacturing presence; • Labor, environmental, or social requirements imposed on subsidy recipients that may flow down through the supply chain to us as indirect requirements or customer expectations; and • Transparency and reporting requirements that may require subsidized customers to disclose information about their supply chains, potentially affecting our confidential commercial information or competitive position.
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We have limited visibility into how government subsidy programs will ultimately affect equipment demand patterns, customer behavior, or competitive dynamics. Our inability to accurately forecast subsidy-driven demand could result in capacity mismatches, inventory imbalances, or missed market opportunities. Subsidy-driven market distortions could have a material adverse effect on our business, financial condition and results of operations.
Added
We may be classified as a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences for U.S. holders.
Added
Based on the current and anticipated valuation of our assets and the composition of our income and assets, we do not expect to be considered a PFIC, for U.S. federal income tax purposes for the foreseeable future.
Added
However, we must make a separate determination for each taxable year as to whether we are a PFIC after the close of each taxable year and we cannot assure you that we will not be a PFIC for our 2025 taxable year or any future taxable year.
Added
Under current law, a non-U.S. corporation will be considered a PFIC for any taxable year if either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets, generally based on an average of the quarterly values of the assets during a taxable year, is attributable to assets that produce or are held for the production of passive income.
Added
PFIC status depends on the composition of our assets and income and the value of our assets, including, among others, a pro rata portion of the income and assets of each subsidiary in which we own, directly or indirectly, at least 25% by value of the subsidiary's equity interests, from time to time.
Added
Because we currently hold and expect to continue to hold a substantial amount of cash or cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our ordinary shares, which may fluctuate considerably given that market prices of technology companies historically often have been volatile, we may be a PFIC for any taxable year.
Added
If we were treated as a PFIC for any taxable year during which a U.S. holder held ordinary shares, certain adverse U.S. federal income tax consequences could apply for such U.S. holder. 24 Table of Contents Legal and Regulatory Risks Our business is subject to a variety of U.S. and international laws, rules, policies, and other obligations regarding privacy, data protection, and other matters.
Added
Chinese government-backed initiatives to achieve semiconductor self-sufficiency, including substantial state subsidies for domestic equipment manufacturers and semiconductor device manufacturers, may erode our market position in China over a multi-year period even if current export control regulations are not further tightened.
Added
We may experience permanent loss of market share in China as Chinese customers increasingly source equipment and subsystems from domestic suppliers, and we may be unable to offset such losses with growth in other geographic markets due to limited semiconductor manufacturing capacity outside of Asia.
Added
U.S. export control regulations apply to "deemed exports" of controlled technology to foreign nationals, and the complexity of re-export controls across our international operations may limit our ability to hire qualified personnel and may create compliance challenges.
Added
U.S. export control regulations apply not only to the physical export of products and technology from the United States, but also to "deemed exports," which occur when controlled technology or source code is released to a foreign national within the United States. A foreign national is any person who is not a U.S. citizen or lawful permanent resident.
Added
Deemed export rules mean that providing access to controlled technical data, software, or technology to foreign national employees, contractors, or visitors in the United States may require an export license, depending on the person's nationality and the classification of the technology.
Added
Our business depends on our ability to hire and retain highly skilled engineers, many of whom may be foreign nationals, including individuals from China, Taiwan, and other countries that are subject to heightened export control scrutiny.
Added
Deemed export restrictions may limit our ability to: • Recruit and hire qualified engineering talent, particularly in competitive labor markets where foreign nationals represent a significant portion of available candidates; • Assign foreign national employees to work on projects involving controlled technologies, potentially creating inefficiencies in resource allocation and project staffing; • Provide foreign national employees with access to technical information, training, or collaborative work environments necessary for effective performance of their duties; • Utilize foreign national employees in customer-facing roles where exposure to customer proprietary information or controlled technologies may occur; and • Compete for talent against companies that are not subject to deemed export restrictions or that have more permissive licensing arrangements.
Added
Compliance with deemed export regulations requires careful tracking of employee nationalities, technology classifications, and license authorizations, and violations can result in significant civil and criminal penalties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed12 unchanged
Biggest changeIn addition, we periodically engage third-party consultants and providers to assist us in assessing, testing, enhancing and monitoring our cybersecurity risk management programs and responding to any incidents. These third parties work in conjunction with our information security team in an effort to continuously improve our cyber risk posture.
Biggest changeThis process is overseen by the Audit Committee of our Board of Directors. 35 Table of Contents In addition, we periodically engage third-party consultants and providers to assist us in assessing, testing, enhancing and monitoring our cybersecurity risk management programs and responding to any incidents.
The IT Steering Committee and Chief Information Officer receive regular updates on cybersecurity matters, results of mitigation efforts and cybersecurity incident response and remediation through the management of, and participation in, the cybersecurity risk management and strategy activities described above, and report to the Audit Committee quarterly on any appropriate items. 31 Table of Contents
The IT Steering Committee and Chief Information Officer receive regular updates on cybersecurity matters, results of mitigation efforts and cybersecurity incident response and remediation through the management of, and participation in, the cybersecurity risk management and strategy activities described above, and report to the Audit Committee quarterly on any appropriate items. 36 Table of Contents
Through our cybersecurity risk management program, we have established operational processes to address issues including monitoring and patching of vulnerabilities, regularly updating our information systems, and evaluating new countermeasures made to defend against an evolving landscape of threats. This process is overseen by the Audit Committee of our Board of Directors.
Through our cybersecurity risk management program, we have established operational processes to address issues including monitoring and patching of vulnerabilities, regularly updating our information systems, and evaluating new countermeasures made to defend against an evolving landscape of threats.
Examples of third-party actions include the engagement of a security operations center for real-time monitoring and response to incidents, independent audits, risk assessments and security certifications.
These third parties work in conjunction with our information security team in an effort to continuously improve our cyber risk posture. Examples of third-party actions include the engagement of a security operations center for real-time monitoring and response to incidents, independent audits, risk assessments and security certifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Approximate Square Footage Malaysia 271,500 California 271,400 Oregon 157,100 Minnesota 133,300 Singapore 97,700 Mexico 62,900 Texas 47,800 Scotland 37,700 Korea 18,500 Nevada 12,500 We do not anticipate difficulty in either retaining occupancy of any of our facilities through lease renewals prior to expiration or through month-to-month occupancy or replacing them with equivalent facilities.
Biggest changeLocation Approximate Square Footage Malaysia 271,500 California 262,200 Oregon 150,700 Minnesota 133,300 Singapore 97,700 Mexico 62,900 Texas 47,800 Nevada 12,500 We do not anticipate difficulty in either retaining occupancy of any of our facilities through lease renewals prior to expiration or through month-to-month occupancy or replacing them with equivalent facilities.
ITEM 2. PROPERTIES Our principal executive offices are located at 3185 Laurelview Ct., Fremont, California 94538. As of December 27, 2024, our principal manufacturing and administrative facilities, including our executive offices, are comprised of approximately 1,110,400 square feet. All of our facilities are leased, which allows for flexibility as business conditions and geographic demand change.
ITEM 2. PROPERTIES Our principal executive offices are located at 3185 Laurelview Ct., Fremont, California 94538. As of December 26, 2025, our principal manufacturing and administrative facilities, including our executive offices, are comprised of approximately 1,038,600 square feet. All of our facilities are leased, which allows for flexibility as business conditions and geographic demand change.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+1 added−1 removed2 unchanged
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of Record Our ordinary shares are listed for trading on The NASDAQ Global Select Market under the symbol “ICHR.” As of February 18, 2025, all of our issued ordinary shares were held in “nominee” or “street” name or in our treasury account. 32 Table of Contents Dividends We do not anticipate that we will pay any cash dividends on our ordinary shares for the foreseeable future.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of Record Our ordinary shares are listed for trading on The NASDAQ Global Select Market under the symbol “ICHR.” As of February 13, 2026, there were 2 holders of record of our ordinary shares.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, contractual restrictions (including those under our credit facilities and any potential indebtedness we may incur in the future), restrictions imposed by applicable law, tax considerations, and other factors our Board of Directors deems relevant.
Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, contractual restrictions (including those under our credit facilities and any potential indebtedness we may incur in the future), restrictions imposed by applicable law, tax considerations, and other factors our Board of Directors deems relevant. 37 Table of Contents Stock Performance Graph The information included under the heading
Removed
Stock Performance Graph The information included under the heading
Added
This number does not include shareholders for whom shares are held in “nominee” or “street” name or in our treasury account. Dividends We do not anticipate that we will pay any cash dividends on our ordinary shares for the foreseeable future.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−1 removed6 unchanged
Biggest changeOverview We are a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Our primary product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery systems and subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices.
Biggest changeOur 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.
Outsourcing these subsystems allows OEMs to leverage suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.
Outsourcing these subsystems allows OEMs to leverage their suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. Outsourcing enables OEMs to reduce their costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.
Information used in the graph was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in such information. Recent Sales of Unregistered Securities None. 33 Table of Contents Issuer Purchase of Equity Securities None. ITEM 6. [RESERVED] ITEM 7.
Information used in the graph was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in such information. Recent Sales of Unregistered Securities None. Issuer Purchase of Equity Securities None. ITEM 6. [RESERVED] 38 Table of Contents ITEM 7.
The comparison assumes $100 was invested on December 27, 2019 in the ordinary shares of Ichor Holdings, Ltd., in the Nasdaq Composite Index, and in the PHLX Semiconductor Sector Index and assumes reinvestment of dividends, if any. The stock price performance shown on the graph above is not necessarily indicative of future price performance.
The comparison assumes $100 was invested on December 25, 2020 in the ordinary shares of Ichor Holdings, Ltd., in the Nasdaq Composite Index, and in the PHLX Semiconductor Sector Index and assumes reinvestment of dividends, if any. The stock price performance shown on the graph above is not necessarily indicative of future price performance.
Most original equipment manufacturers (“OEMs”) outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems.
Most OEMs outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems.
For a comparison of our financial condition, results of operations, and cash flows for 2023 to 2022, refer to Part II, Item 7. in our 2023 Annual Report on Form 10‑K, which was filed with the SEC on February 23, 2024.
For a comparison of our financial condition, results of operations, and cash flows for 2024 to 2023, refer to Part II, Item 7. in our 2024 Annual Report on Form 10‑K, which was filed with the SEC on February 21, 2025.
We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, the United Kingdom, Korea, and Mexico. 34 Table of Contents The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric.
We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, and Mexico. 39 Table of Contents The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric.
The Stock Price Performance Graph set forth below plots the cumulative total shareholder return on a quarterly basis of our ordinary shares from December 27, 2019 through December 27, 2024, with the cumulative total return of the Nasdaq Composite Index and the PHLX Semiconductor Sector Index over the same period.
The Stock Price Performance Graph set forth below plots the cumulative total shareholder return on a quarterly basis of our ordinary shares from December 25, 2020 through December 26, 2025, with the cumulative total return of the Nasdaq Composite Index and the PHLX Semiconductor Sector Index over the same period.
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 systems and subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning.
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 and surface treatment technologies, and other proprietary products.
Removed
We also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing and surface treatment technologies, and other proprietary products for the commercial space, aerospace, defense, medical device, and general-industrial industries. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively.
Added
Overview 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

38 edited+22 added−13 removed39 unchanged
Biggest changeSummary of Cash Flows We ended 2024 with cash and cash equivalents of $108.7 million, an increase of $28.7 million from 2023, which was primarily due to net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in March 2024 in connection with an underwritten public offering and net cash provided by operating activities of $27.9 million, partially offset by net payments on credit facilities of $120.6 million and capital expenditures of $17.6 million. 44 Table of Contents The following table sets forth a summary of operating, investing, and financing activities for the periods presented: Year Ended December 27, 2024 December 29, 2023 December 30, 2022 (in thousands) Cash provided by operating activities $ 27,880 $ 57,632 $ 31,453 Cash used in investing activities (17,636) (15,496) (28,933) Cash provided by (used in) financing activities 18,470 (48,651) 8,455 Net increase (decrease) in cash $ 28,714 $ (6,515) $ 10,975 Our cash provided by operating activities of $27.9 million during 2024 consisted of net non-cash charges of $46.0 million, which consisted primarily of depreciation and amortization of $30.7 million and share-based compensation expense of $15.6 million, and a decrease in our net operating assets and liabilities of $2.7 million, partially offset by net loss of $20.8 million.
Biggest changeThe following table sets forth a summary of operating, investing, and financing activities for the periods presented: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 (in thousands) Cash provided by operating activities $ 29,886 $ 27,880 $ 57,632 Cash used in investing activities (36,169) (17,636) (15,496) Cash provided by (used in) financing activities (4,096) 18,470 (48,651) Net increase (decrease) in cash $ (10,379) $ 28,714 $ (6,515) Our cash provided by operating activities of $29.9 million during 2025 consisted of net non-cash charges of $73.7 million, which consisted primarily of depreciation and amortization of $33.5 million, inventory impairment of $19.8 million, and share-based compensation expense of $16.7 million, and a decrease in our net operating assets and liabilities of $9.0 million, partially offset by a net loss of $52.8 million.
Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense (income), net on the accompanying consolidated statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S. dollars.
Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense, net on the accompanying consolidated statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S. dollars.
Non-GAAP gross profit, operating income, and net income (loss) 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) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges.
Non-GAAP gross profit, operating income, and net income (loss) 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) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges.
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 promised good has transferred. 36 Table of Contents Cost of sales, gross profit, and gross margin Cost of sales consists primarily of purchased materials, direct labor, indirect labor, factory overhead cost, and depreciation expense for our manufacturing facilities and equipment.
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 promised good has transferred. 41 Table of Contents Cost of sales, gross profit, and gross margin Cost of sales consists primarily of purchased materials, direct labor, indirect labor, factory overhead cost, and depreciation expense for our manufacturing facilities and equipment.
Accordingly, these transactions are not subject to material exchange rate fluctuations. 37 Table of Contents Income tax expense Income tax expense consists primarily of taxes on our taxable income related to our domestic and foreign operations, offset by the benefit of our tax holiday in Singapore, which expires in 2026.
Accordingly, these transactions are not subject to material exchange rate fluctuations. 42 Table of Contents Income tax expense Income tax expense consists primarily of taxes on our taxable income related to our domestic and foreign operations, offset by the benefit of our tax holiday in Singapore, which expires in 2026.
Changes in these estimates can have a material impact on our financial statements. 38 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Changes in these estimates can have a material impact on our financial statements. 43 Table of Contents Results of Operations The following table sets forth our results of operations for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
The cyclicality of the semiconductor industry will continue to impact our results of operations in the future. 35 Table of Contents Customer Concentration The number of capital equipment manufacturers for the semiconductor device industry is significantly consolidated, resulting in a small number of large manufacturers.
The cyclicality of the semiconductor industry will continue to impact our results of operations in the future. 40 Table of Contents Customer Concentration The number of capital equipment manufacturers for the semiconductor device industry is significantly consolidated, resulting in a small number of large manufacturers.
Cyclicality of Semiconductor Capital Equipment Industry Our business is subject to the cyclicality of the capital expenditures of the semiconductor industry, which drives cyclicality in the semiconductor capital equipment industry in which we operate. In 2024, we derived over 90% of our sales from the semiconductor capital equipment industry.
Cyclicality of Semiconductor Capital Equipment Industry Our business is subject to the cyclicality of the capital expenditures of the semiconductor industry, which drives cyclicality in the semiconductor capital equipment industry in which we operate. In 2025, we derived over 90% of our sales from the semiconductor capital equipment industry.
Because we have a valuation allowance recorded against our U.S. state and federal deferred income taxes, we did not record tax benefits from our U.S. taxable losses during 2024. 41 Table of Contents Non-GAAP Financial Results Management uses certain non-GAAP metrics to evaluate our operating and financial results.
Because we have a valuation allowance recorded against our U.S. state and federal deferred income taxes, we did not record tax benefits from our U.S. taxable losses during 2025. 46 Table of Contents Non-GAAP Financial Results Management uses certain non-GAAP metrics to evaluate our operating and financial results.
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." Year Ended December 27, 2024 December 29, 2023 (dollars in thousands, except per share amounts) U.S.
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." Year Ended December 26, 2025 December 27, 2024 (dollars in thousands, except per share amounts) U.S.
Income tax is also impacted by certain withholding taxes, stock option and restricted share unit (“RSU”) activity, and credit generation. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with GAAP.
Income tax is also impacted by certain withholding taxes, Pillar 2 top-up taxes, stock option and restricted share unit (“RSU”) activity, and credit generation. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with GAAP.
The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from gross profit, the most comparable GAAP measure, for the periods indicated: Year Ended December 27, 2024 December 29, 2023 (dollars in thousands) U.S.
The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from gross profit, the most comparable GAAP measure, for the periods indicated: Year Ended December 26, 2025 December 27, 2024 (dollars in thousands) U.S.
Our customers are a significant component of this consolidation, resulting in our sales being concentrated in a few customers. For 2024, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 73% of total sales.
Our customers are a significant component of this consolidation, resulting in our sales being concentrated in a few customers. For 2025, two customers with individual sales over 10%, Lam Research and Applied Materials, accounted for a combined 76% of total sales.
Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. During 2024, 2023, and 2022, we wrote down inventory determined to be excessive or obsolete by $8.6 million, $9.8 million, and $5.0 million, respectively.
Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. During 2025, 2024, and 2023, we wrote down inventory determined to be excessive or obsolete by $3.6 million, $8.6 million, and $9.8 million, respectively.
In 2024, the tax benefit resulting from our Singapore tax holiday, compared to the Singapore statutory tax rate, was approximately $7.1 million. During 2024, we maintained a valuation allowance against our U.S. state and federal deferred tax assets; therefore, we are not recording income tax benefits related to our U.S. GAAP losses.
In 2025, the tax benefit resulting from our Singapore tax holiday, compared to the Singapore statutory tax rate, was approximately $3.4 million. During 2025, we maintained a valuation allowance against our U.S. state and federal deferred tax assets; therefore, we are not recording income tax benefits related to our U.S. GAAP losses.
Year Ended December 27, 2024 December 29, 2023 Net sales 100.0 100.0 Cost of sales 87.8 87.3 Gross profit 12.2 12.7 Operating expenses: Research and development 2.7 2.5 Selling, general, and administrative 9.3 9.8 Amortization of intangible assets 1.0 1.8 Total operating expenses 13.1 14.1 Operating loss (0.9) (1.3) Interest expense, net 1.1 2.4 Other expense, net 0.1 0.1 Loss before income taxes (2.1) (3.8) Income tax expense 0.3 1.5 Net loss (2.5) (5.3) 39 Table of Contents Comparison of 2024 and 2023 Net sales Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Net sales $ 849,040 $ 811,120 $ 37,920 4.7 % The increase in net sales from 2023 to 2024 was primarily due to increased customer demand stemming from increased spending within the semiconductor capital equipment industry.
Year Ended December 26, 2025 December 27, 2024 Net sales 100.0 100.0 Cost of sales 90.7 87.8 Gross profit 9.3 12.2 Operating expenses: Research and development 2.4 2.7 Selling, general, and administrative 10.1 9.3 Amortization of intangible assets 0.9 1.0 Total operating expenses 13.4 13.1 Operating loss (4.1) (0.9) Interest expense, net 0.7 1.1 Other expense, net 0.2 0.1 Loss before income taxes (5.0) (2.1) Income tax expense 0.6 0.3 Net loss (5.6) (2.5) 44 Table of Contents Comparison of 2025 and 2024 Net sales Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Net sales $ 947,652 $ 849,040 $ 98,612 11.6 % The increase in net sales from 2024 to 2025 was primarily due to increased customer demand stemming from increased spending within the semiconductor capital equipment industry.
Year Ended December 27, 2024 December 29, 2023 (dollars in thousands, except per share amounts) Net sales $ 849,040 $ 811,120 Gross margin 12.2 % 12.7 % Gross margin, non-GAAP 12.7 % 13.4 % Operating margin (0.9) % (1.3) % Operating margin, non-GAAP 2.2 % 2.9 % Net loss $ (20,820) $ (42,985) Net income, non-GAAP $ 5,888 $ 12,257 Diluted EPS $ (0.64) $ (1.47) Diluted EPS, non-GAAP $ 0.18 $ 0.42 Key Factors Affecting Our Business Investment in Semiconductor Manufacturing Equipment The design and manufacturing of semiconductor devices is constantly evolving and becoming more complex in order to achieve greater performance and efficiency.
Year Ended December 26, 2025 December 27, 2024 (dollars in thousands, except per share amounts) Net sales $ 947,652 $ 849,040 Gross margin 9.3 % 12.2 % Gross margin, non-GAAP 12.2 % 12.7 % Operating margin (4.1) % (0.9) % Operating margin, non-GAAP 2.2 % 2.2 % Net loss $ (52,781) $ (20,820) Net income, non-GAAP $ 7,915 $ 5,888 Diluted EPS $ (1.54) $ (0.64) Diluted EPS, non-GAAP $ 0.23 $ 0.18 Key Factors Affecting Our Business Investment in Semiconductor Manufacturing Equipment The design and manufacturing of semiconductor devices is constantly evolving and becoming more complex in order to achieve greater performance and efficiency.
Although we do not have any long-term contracts that require customers to place certain order quantities with us, Lam Research and Applied Materials have been our customers for over 20 years. Macroeconomic Conditions The semiconductor industry is cyclical in nature and is impacted by macroeconomic factors in the markets and industries in which we operate.
Although we do not have any long-term contracts that require customers to place certain order quantities with us, Lam Research and Applied Materials have been our customers for over 20 years. Macroeconomic Conditions The semiconductor capital equipment industry is inherently cyclical.
The decrease in our net operating assets and liabilities of $2.7 million during 2024 was primarily due to an increase in accounts payable of $29.1 million, partially offset by an increase in accounts receivable of $19.9 million, a decrease in accrued and other liabilities of $4.6 million, and an increase in inventories of $4.2 million.
The decrease in our net operating assets and liabilities of $9.0 million during 2025 was primarily due to a decrease in accounts receivable of $16.1 million and a decrease in prepaid assets of $7.9 million, partially offset by a decrease in accrued and other liabilities of $7.1 million and a decrease in accounts payable of $6.4 million.
The increase in cash provided by financing activities from 2023 to 2024 was primarily due to net proceeds from our issuance of shares, partially offset by increased net payments on our credit facilities. Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements.
The decrease in cash provided by financing activities from 2024 to 2025 was primarily due to net proceeds from our issuance of shares in the prior year. 50 Table of Contents Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements.
GAAP gross margin 12.2 % 12.7 % Non-GAAP gross margin 12.7 % 13.4 % (1) Represents severance costs associated with our global reduction-in-force programs. 42 Table of Contents The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from operating income (loss), the most comparable GAAP measure, for the periods indicated: Year Ended December 27, 2024 December 29, 2023 (dollars in thousands) U.S.
(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). 47 Table of Contents The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from operating loss, the most comparable GAAP measure, for the periods indicated: Year Ended December 26, 2025 December 27, 2024 (dollars in thousands) U.S.
The following table presents our unaudited non‑GAAP net income and non-GAAP diluted EPS and a reconciliation from net income (loss), the most comparable GAAP measure, for the periods indicated.
(4) Represents transaction-related costs incurred in connection with our acquisitions pipeline. 48 Table of Contents The following table presents our unaudited non‑GAAP net income and non-GAAP diluted EPS and a reconciliation from net income (loss), the most comparable GAAP measure, for the periods indicated.
Year Ended December 27, 2024 December 29, 2023 (in thousands) Net sales $ 849,040 $ 811,120 Cost of sales 745,706 707,724 Gross profit 103,334 103,396 Operating expenses: Research and development 23,018 20,223 Selling, general, and administrative 79,384 79,334 Amortization of intangible assets 8,572 14,734 Total operating expenses 110,974 114,291 Operating loss (7,640) (10,895) Interest expense, net 9,266 19,379 Other expense, net 1,148 804 Loss before income taxes (18,054) (31,078) Income tax expense 2,766 11,907 Net loss $ (20,820) $ (42,985) The following table sets forth our results of operations as a percentage of our total net sales for the periods presented.
Year Ended December 26, 2025 December 27, 2024 (in thousands) Net sales $ 947,652 $ 849,040 Cost of sales 859,877 745,706 Gross profit 87,775 103,334 Operating expenses: Research and development 23,086 23,018 Selling, general, and administrative 95,650 79,384 Amortization of intangible assets 8,311 8,572 Total operating expenses 127,047 110,974 Operating loss (39,272) (7,640) Interest expense, net 6,620 9,266 Other expense, net 1,674 1,148 Loss before income taxes (47,566) (18,054) Income tax expense 5,215 2,766 Net loss $ (52,781) $ (20,820) The following table sets forth our results of operations as a percentage of our total net sales for the periods presented.
The increase in our weighted average borrowing rate was due to higher applicable margin as a result of higher leverage ratios in 2024 (+29bps) and higher Bloomberg Short-Term Bank Yield ("BSBY") and Secured Overnight Financing Rate ("SOFR") rates as a result of a higher short-term borrowing interest rate macroeconomic environment (+22bps).
The decrease in our weighted average borrowing rate was due to lower average Secured Overnight Financing Rate ("SOFR") rates (-93bps), the variable component of our borrowing rate, and lower applicable margin (-22bps), the fixed component of our borrowing rate, as a result of lower average leverage ratios in 2025.
Liquidity and Capital Resources The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements. Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions.
Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions.
GAAP operating loss $ (7,640) $ (10,895) Non-GAAP adjustments: Amortization of intangible assets 8,572 14,734 Share-based compensation 15,576 17,338 Transaction-related costs (1) 785 — Other (2) 1,600 2,298 Non-GAAP operating income $ 18,893 $ 23,475 U.S.
GAAP operating loss $ (39,272) $ (7,640) Non-GAAP adjustments: Restructuring plan costs (1) 26,644 — Share-based compensation 16,728 15,576 Amortization of intangible assets 8,311 8,572 Facility shutdown costs (2) 6,726 — Other (3) 1,408 1,600 Transaction-related costs (4) — 785 Non-GAAP operating income $ 20,545 $ 18,893 U.S.
Interest expense, net Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Interest expense, net $ 9,266 $ 19,379 $ (10,113) (52.2 %) Weighted average borrowings outstanding $ 159,427 $ 292,661 $ (133,234) (45.5 %) Weighted average borrowing rate 7.31 % 6.80 % +51 bps The decrease in interest expense, net from 2023 to 2024 was primarily due to decreases in the weighted average amounts borrowed, partially offset by an increase in our weighted average borrowing rate.
Interest expense, net Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Interest expense, net $ 6,620 $ 9,266 $ (2,646) (28.6 %) Weighted average borrowings outstanding $ 125,508 $ 159,427 $ (33,919) (21.3 %) Weighted average borrowing rate 6.16 % 7.31 % -115 bps The decrease in interest expense, net from 2024 to 2025 was primarily due to decreases in the weighted average amounts borrowed and decreases in our weighted average borrowing rate.
GAAP net loss $ (20,820) $ (42,985) Non-GAAP adjustments: Amortization of intangible assets 8,572 14,734 Share-based compensation 15,576 17,338 Transaction-related costs (1) 785 — Other (2) 1,600 2,298 Tax adjustments related to non-GAAP adjustments (3) 175 9,778 Tax expense from valuation allowance (4) — 11,094 Non-GAAP net income $ 5,888 $ 12,257 U.S.
GAAP net loss $ (52,781) $ (20,820) Non-GAAP adjustments: Restructuring plan costs (1) 26,644 — Share-based compensation 16,728 15,576 Amortization of intangible assets 8,311 8,572 Facility shutdown costs (2) 6,726 — Other (3) 1,408 1,600 Transaction-related costs (4) — 785 Loss on extinguishment of debt (5) 667 — Tax adjustments related to non-GAAP adjustments (6) 129 175 Tax expense (benefit) from valuation allowance (7) 83 — Non-GAAP net income $ 7,915 $ 5,888 U.S.
Cash used in investing activities during 2024 and 2023 consisted of capital expenditures.
Cash used in investing activities during 2025 and 2024 consisted of capital expenditures. Cash used in financing activities during 2025 consisted of net payments on our credit facilities of $4.4 million.
GAAP gross profit $ 103,334 $ 103,396 Non-GAAP adjustments: Share-based compensation 3,360 3,130 Other (1) 908 2,191 Non-GAAP gross profit $ 107,602 $ 108,717 U.S.
GAAP gross profit $ 87,775 $ 103,334 Non-GAAP adjustments: Restructuring plan costs (1) 20,711 — Share-based compensation 2,856 3,360 Facility shutdown costs (2) 2,760 — Other (3) 1,171 908 Non-GAAP gross profit $ 115,273 $ 107,602 U.S.
While challenging macroeconomic conditions have impacted and will continue to impact our business and customers in the near term, we believe demand for semiconductors, semiconductor capital equipment, and our products will return to growth, fueled by the long-term growing need for more semiconductor productive capacity and enhanced process technologies.
While challenging macroeconomic and geopolitical conditions may persist in the near and intermediate term, we remain confident in our belief that the long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by an increasing need for expanded semiconductor productive capacity and advanced manufacturing process technologies.
Gross margin Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Cost of sales $ 745,706 $ 707,724 $ 37,982 5.4 % Gross profit $ 103,334 $ 103,396 $ (62) (0.1 %) Gross margin 12.2 % 12.7 % -50 bps The decrease in gross margin from 2023 to 2024 was primarily due to unfavorable sales mix and increased factory labor and overhead costs, partially offset by lower severance costs associated with our global reduction-in-force programs (+20bps) and lower excess and obsolete inventory expense (+10bps).
Gross margin Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Cost of sales $ 859,877 $ 745,706 $ 114,171 15.3 % Gross profit $ 87,775 $ 103,334 $ (15,559) (15.1 %) Gross margin 9.3 % 12.2 % -290 bps The decrease in gross margin from 2024 to 2025 was primarily due to increased restructuring, country exit, and reduction-in-force related costs; increased supplies and tooling, employee, and occupancy costs; and unfavorable sales mix, partially offset by lower excess and obsolete inventory expense.
Other expense, net Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Other expense, net $ 1,148 $ 804 $ 344 42.8 % The change in other expense, net from 2023 to 2024 was primarily due to currency exchange rate fluctuations during the year related to our local currency payables of our foreign operations.
Other expense, net Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Other expense, net $ 1,674 $ 1,148 $ 526 45.8 % The change in other expense, net from 2024 to 2025 was primarily due to debt issuance and modification costs connected to amending our credit agreement.
GAAP diluted EPS $ (0.64) $ (1.47) Non-GAAP diluted EPS $ 0.18 $ 0.42 Shares used to compute diluted non-GAAP EPS 33,135,552 29,514,553 (1) Represents transaction-related costs incurred in connection with our acquisition pipeline. (2) Represents severance costs associated with our global reduction-in-force programs.
GAAP diluted EPS $ (1.54) $ (0.64) Non-GAAP diluted EPS $ 0.23 $ 0.18 Shares used to compute non-GAAP diluted EPS 34,358,211 33,135,552 (1) Represents the costs associated with our Consolidation Restructuring Plan.
Additionally, for 2024, the amount includes $0.5 million of costs incurred in connection with exiting and consolidating one of our U.S.-based manufacturing facilities. 43 Table of Contents (3) Adjusts U.S. GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis.
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.
Selling, general, and administrative Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Selling, general, and administrative $ 79,384 $ 79,334 $ 50 0.1 % Selling, general, and administrative expense remained approximately unchanged from 2023 to 2024. 40 Table of Contents Amortization of intangible assets Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Amortization of intangibles assets $ 8,572 $ 14,734 $ (6,162) (41.8) % The decrease in amortization expense from 2023 to 2024 was primarily due to certain intangible assets becoming fully amortized in the fourth quarter of 2023.
Selling, general, and administrative Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Selling, general, and administrative $ 95,650 $ 79,384 $ 16,266 20.5 % The increase in selling, general, and administrative expenses from 2024 to 2025 was primarily due to increased non-recurring restructuring, country exit, and reduction-in-force related costs of $9.4 million, increased employee-related costs of $2.8 million, increased legal and professional consulting costs of $1.3 million, increased outside service provider costs of $1.0 million, increased costs associated with software and IT services of $0.8 million, and increased share-based compensation of $1.7 million, partially offset by reduced transaction-related costs associated with our acquisitions pipeline of $0.8 million. 45 Table of Contents Amortization of intangible assets Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Amortization of intangibles assets $ 8,311 $ 8,572 $ (261) (3.0) % The decrease in amortization expense from 2024 to 2025 was primarily due to certain intangible assets becoming fully amortized in the fourth quarter of 2024.
Income tax expense Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Income tax expense $ 2,766 $ 11,907 $ (9,141) (76.8 %) Loss before income taxes $ (18,054) $ (31,078) $ 13,024 (41.9 %) Effective tax rate (15.3) % (38.3) % +2,300 bps The decrease in income tax expense from 2023 to 2024 was primarily due to recording a valuation allowance against our U.S. federal and state deferred tax assets in the second quarter of 2023, resulting in an $11.1 million charge to income tax expense.
Income tax expense Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Income tax expense $ 5,215 $ 2,766 $ 2,449 88.5 % Loss before income taxes $ (47,566) $ (18,054) $ (29,512) 163.5 % Effective tax rate (11.0) % (15.3) % +430 bps The increase in income tax expense from 2024 to 2025 was primarily due to the impact of Organization for Economic Co-operation and Development ("OECD") Global Anti-Base Erosion Model Rules ("Pillar Two") on our Singapore operations, resulting in an increased tax accrual of $2.0 million.
GAAP operating margin (0.9) % (1.3) % Non-GAAP operating margin 2.2 % 2.9 % (1) Represents transaction-related costs incurred in connection with our acquisitions pipeline. (2) Represents severance costs associated with our global reduction-in-force programs, and, for 2024, the amount includes $0.5 million of costs incurred in connection with exiting and consolidating one of our U.S.-based manufacturing facilities.
(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.
Removed
Such factors include market trends, supply chain shortages, availability of skilled labor, geopolitical tension and retaliatory trade policies, and other factors. The industry entered a cyclical downturn in the fourth quarter of 2022 for the primary semiconductor equipment markets we serve, resulting in weakened customer demand.
Added
Overall semiconductor equipment spending in 2025 increased compared to 2024 levels, characterized by healthy demand in our primary markets of etch and deposition. During fiscal year 2025, our revenue grew 11.6% to $947.7 million, driven by sustained demand from our primary customers, including Lam Research and Applied Materials.
Removed
Although the total market for semiconductor capital equipment has experienced year-over-year stability and growth, inventory digestion at our customers and the relative spending levels within the markets we primarily serve, in particular lower spending levels for deposition and etch equipment, has resulted in continued lower demand from our customers over the past two years relative to the total semiconductor capital equipment market, despite incremental growth in demand.
Added
To better align our global operations with evolving customer demand and drive operational efficiencies, we initiated a geographic footprint rationalization and restructuring plan in 2025. As part of this realignment, we began transitioning certain manufacturing activities and relocating machining assets to our expanded high-volume facilities, while concurrently consolidating our footprint through the closure of our facilities in Scotland and Korea.
Removed
To help mitigate these impacts and to better align our resources and cost structure with current and expected future levels of business, we initiated labor cost reduction initiatives starting in the fourth quarter of 2022, which continued through the second quarter of 2024.
Added
During fiscal year 2025, we incurred restructuring, exit, severance, and related asset impairment charges of approximately $35 million in connection with these activities. While we continue to benefit from the broader growth and cyclical recovery in the semiconductor equipment industry, our operations and financial results remain subject to significant risks and uncertainties within the global trade and regulatory landscape.
Removed
Industry overcapacity and a number of macroeconomic factors may contribute to a reduced spending environment, which combined with increased export controls for advanced semiconductor-related goods and services shipped to China and delayed business investment in electronic memory capacity may have varying levels of unfavorable consequences to our business.
Added
Specifically, the global trade environment remains complex. The outcome of ongoing negotiations between the United States and other countries regarding "reciprocal tariffs" and national security-based trade measures remains uncertain and could materially affect our material costs, product pricing, and overall demand.
Removed
We are continually monitoring the global trade environment and any changes in tariffs, trade agreements, restrictions or sanctions that may impact us, our manufacturing facilities, or our customers.
Added
To date, although we have experienced modest increases in the costs of certain materials, tariffs have not had a material adverse impact on our overall demand or cost structure.
Removed
President Trump has issued executive orders directing the U.S. to impose new tariffs on imports from China, temporarily stayed an order imposing new tariffs on Canada and Mexico, issued the imposition of tariffs on imported steel and aluminum products, and may impose additional tariffs on these or other nations.
Added
Additionally, our operations in Mexico currently benefit from exemptions under the U.S.-Mexico-Canada Agreement; however, we cannot provide any assurance that these exclusions and exemptions will remain in place indefinitely, particularly as the USMCA undergoes its scheduled joint review in July 2026.
Removed
Given our manufacturing presence in Mexico, we are currently evaluating the potential impact of potential tariffs on Mexican imports on our business.
Added
Any new, expanded, or reciprocal tariffs could have a material adverse impact on our business, financial condition, and results of operations in the future. The U.S. government also continues to expand and refine export controls and similar regulations aimed at restricting access to advanced semiconductor technology, particularly in China.
Removed
Research and development Year Ended Change December 27, 2024 December 29, 2023 Amount % (dollars in thousands) Research and development $ 23,018 $ 20,223 $ 2,795 13.8 % The increase in research and development expenses from 2023 to 2024 was primarily due to increased material and service costs from our new product development programs of $1.9 million and increased employee-related expenses of $0.8 million, inclusive of share-based compensation expense.
Added
These controls, which require specific export licenses for many of our customers' products, create ongoing market uncertainty, could reduce demand for our equipment, and may disrupt our global supply chain.
Removed
During the second quarter of 2023, we recorded a valuation allowance against our U.S. federal and state deferred tax assets on a GAAP basis.
Added
Research and development Year Ended Change December 26, 2025 December 27, 2024 Amount % (dollars in thousands) Research and development $ 23,086 $ 23,018 $ 68 0.3 % Research and development expenses remained approximately unchanged from 2024 to 2025.
Removed
In the first quarter of 2024, we determined that the valuation allowance should be recognized against our U.S. federal and state deferred tax assets on a non-GAAP basis as we were not in a three-year cumulative U.S. income position on a non-GAAP basis.
Added
GAAP gross margin 9.3 % 12.2 % Non-GAAP gross margin 12.2 % 12.7 % (1) Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the twelve months ended December 26, 2025 are: (i) inventory impairment costs of $19.8 million; and (ii) severance costs associated with affected employees of $0.9 million.
Removed
Accordingly, from the first quarter of 2024 and forward, tax expense on a GAAP and non-GAAP basis reflects a valuation allowance against our U.S. federal and state deferred tax assets. Refer to footnote 6 below. (4) During the second quarter of 2023, we recorded a valuation allowance of $11.1 million against our U.S. federal and state deferred tax assets.
Added
(2) Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the twelve months ended December 26, 2025 are: (i) inventory write-off charges of $1.7 million; and (ii) severance costs associated with affected employees of $1.1 million.
Removed
The valuation allowance was recorded based on an assessment of available positive and negative evidence, including an estimate of being in a three-year cumulative loss position in the U.S. by the end of 2023, projections of future taxable income, and other quantitative and qualitative information.
Added
GAAP operating margin (4.1) % (0.9) % Non-GAAP operating margin 2.2 % 2.2 % (1) Represents the costs associated with our Consolidation Restructuring Plan.
Removed
Cash provided by financing activities during 2024 consisted of net proceeds of $136.7 million from our issues of 3.8 million ordinary shares in March 2024 in connection with an underwritten public offering and net proceeds from share-based compensation activity of $2.4 million, partially offset by net payments on our credit facilities of $120.6 million.
Added
Included in this amount for the twelve months ended December 26, 2025 are: (i) inventory impairment costs of $19.8 million; (ii) fixed asset charges of $3.1 million; (iii) severance costs associated with affected employees of $1.7 million; (iv) other direct and incremental restructuring related costs of $1.2 million; and (v) operating lease ROU asset impairment charges of $0.9 million.
Added
(2) Represents costs associated with the exit from our Scotland and Korea operations.
Added
Included in this amount for the twelve months ended December 26, 2025 are: (i) severance costs associated with affected employees of $1.8 million; (ii) inventory write-off charges of $1.7 million; (iii) operating lease ROU asset impairment charges of $1.3 million; (iv) other direct and incremental facility exit-related costs of $1.3 million; and (v) accelerated depreciation charges of $0.6 million.
Added
(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).
Added
Included in this amount for 2025 are: (i) inventory impairment costs of $19.8 million; (ii) fixed asset charges of $3.1 million; (iii) severance costs associated with affected employees of $1.7 million; (iv) other direct and incremental restructuring related costs of $1.2 million; and (v) operating lease ROU asset impairment charges of $0.9 million.
Added
(2) Represents costs associated with the exit from our Scotland and Korea operations.
Added
Included in this amount for the twelve months ended December 26, 2025 are: (i) severance costs associated with affected employees of $1.8 million; (ii) inventory write-off charges of $1.7 million; (iii) operating lease ROU asset impairment charges of $1.3 million; (iv) other direct and incremental facility exit-related costs of $1.3 million; and (v) accelerated depreciation charges of $0.6 million.
Added
(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.
Added
(7) During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Korea operations. 49 Table of Contents Liquidity and Capital Resources The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements.
Added
Summary of Cash Flows We ended 2025 with cash and cash equivalents of $98.3 million, a decrease of $10.4 million from 2024, which was primarily due to capital expenditures of $36.2 million and net payments on our credit facilities of $4.4 million, partially offset by cash provided by operating activities of $29.9 million.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+2 added−0 removed5 unchanged
Biggest changeConversely, decreases in the value of the U.S. dollar relative to other currencies could result in our foreign suppliers raising their prices in order to continue doing business with us. 45 Table of Contents We have certain operating expenses that are denominated in currencies of the countries in which our operations are located, and may be subject to fluctuations due to foreign currency exchange rates, particularly the Singapore dollar, Malaysian ringgit, British pound, euro, Korean won, and Mexican peso.
Biggest changeWe have certain operating expenses that are denominated in currencies of the countries in which our operations are located, and may be subject to fluctuations due to foreign currency exchange rates, particularly the Singapore dollar, Malaysian ringgit, British pound, euro, Korean won, and Mexican peso.
We have not been, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of December 27, 2024, the interest rate on our outstanding debt was based on SOFR, plus an applicable rate depending on our leverage ratio.
We have not been, nor do we anticipate being exposed to, material risks due to changes in interest rates. As of December 26, 2025, the interest rate on our outstanding debt was based on SOFR, plus an applicable rate depending on our leverage ratio.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary financial information required to be filed under this Item 8 are presented beginning on page F‑1 in Part IV, Item 15 of this Annual Report on Form 10‑K and are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary financial information required to be filed under this Item 8 are presented beginning on page F‑1 in Part IV, Item 15 of this Annual Report on Form 10‑K and are incorporated herein by reference. ITEM 9.
Interest Rate Risk We had total indebtedness of $129.4 million as of December 27, 2024, exclusive of $0.9 million in debt issuance costs, of which $7.5 million was payable within the next 12 months. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Interest Rate Risk We had total indebtedness of $125.0 million as of December 26, 2025, exclusive of $1.5 million in debt issuance costs, of which $6.3 million was payable within the next 12 months. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Added
Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our foreign suppliers raising their prices in order to continue doing business with us.
Added
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 51 Table of Contents

Other ICHR 10-K year-over-year comparisons