What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-04-29 · 250 added, 127 removed, 456 unchanged (45% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 327.4 $ 313.9

Accounts receivable, net of allowance for credit losses of $ 1.4 and $ 2.1 at March 28, 2025 and December 27, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 2.3 and $ 2.1 at June 27, 2025 and December 27, 2024, respectively

Inventories 375.6 381.0

26 unchanged sentences

Common stock — $ 0.001 par value, 90.0 shares authorized;

46.6 and 46.6 shares issued and 45.1 and 45.1 shares outstanding at March 28, 2025 and December 27, 2024, respectively

47.0 and 46.6 shares issued and 45.3 and 45.1 shares outstanding at June 27, 2025 and December 27, 2024, respectively

Additional paid-in capital 568.8 558.4

Common shares held in treasury, at cost, 1.5 and 1.5 shares at March 28, 2025 and December 27, 2024, respectively

Common shares held in treasury, at cost, 1.7 and 1.5 shares at June 27, 2025 and December 27, 2024, respectively

( 48.4 ) ( 45.0 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

(In millions, except per share amounts)

11 unchanged sentences

General and administrative 46.9 43.7 95.4 88.3

Impairment of goodwill 151.1 — 151.1 —

Total operating expenses 221.3 65.6 292.4 130.9

Income from operations 12.9 17.3

Income (loss) from operations ( 141.8 ) 22.9 ( 128.9 ) 40.2

Interest income 0.8 1.4 1.9 2.8

1 unchanged sentence

Other income (expense), net ( 2.2 ) 17.4 ( 1.3 ) 13.5

Income before provision for income taxes 4.9 2.7

Income (loss) before provision for income taxes ( 153.3 ) 30.0 ( 148.3 ) 32.6

Provision for income taxes 7.2 8.5 14.6 18.4

Net loss ( 2.5 ) ( 7.2 )

Net income (loss) ( 160.5 ) 21.5 ( 162.9 ) 14.2

Net income attributable to noncontrolling interests 1.5 2.4 4.1 4.5

Net loss attributable to UCT $ ( 5.0 ) $ ( 9.4 )

Net loss per share attributable to UCT common stockholders:

Net income (loss) attributable to UCT $ ( 162.0 ) $ 19.1 $ ( 167.0 ) $ 9.7

Net income (loss) per share attributable to UCT common stockholders:

Basic $ ( 3.58 ) $ 0.43 $ ( 3.70 ) $ 0.22

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

(In millions)

Net loss $ ( 2.5 ) $ ( 7.2 )

Net income (loss) $ ( 160.5 ) $ 21.5 $ ( 162.9 ) $ 14.2

Other comprehensive income (loss):

1 unchanged sentence

Total other comprehensive income (loss) 9.5 ( 2.0 ) 10.0 ( 6.3 )

Comprehensive loss ( 1.9 ) ( 11.6 )

Comprehensive income (loss), attributable to noncontrolling interests 2.6 ( 0.1 )

Comprehensive loss attributable to UCT $ ( 4.5 ) $ ( 11.5 )

Comprehensive income (loss) ( 151.0 ) 19.5 ( 152.9 ) 7.9

Comprehensive income, attributable to noncontrolling interests 5.7 1.3 8.3 1.2

Comprehensive income (loss) attributable to UCT $ ( 156.7 ) $ 18.2 $ ( 161.2 ) $ 6.7

(See accompanying Notes to Condensed Consolidated Financial Statements)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

2025 March 29,

Six Months Ended

2025 June 28,

(In millions)

Cash flows from operating activities:

Net loss $ ( 2.5 ) $ ( 7.2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ ( 162.9 ) $ 14.2

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

Depreciation and amortization 23.4 22.7

2 unchanged sentences

Amortization of debt issuance costs 1.1 1.9

Impairment of goodwill 151.1 —

Change in the fair value of financial instruments ( 0.1 ) ( 22.6 )

Deferred income taxes 0.6 ( 0.5 )

Loss on sale of property, plant and equipment 0.1 0.1

Changes in assets and liabilities:

14 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock 1.1 0.9

Principal payments on bank borrowings ( 15.1 ) ( 7.1 )

Repurchase of shares ( 3.4 ) —

Employees’ taxes paid upon vesting of restricted stock units ( 0.7 ) ( 2.2 )

Payments of dividends to a joint venture shareholder ( 0.1 ) ( 0.1 )

Proceeds from bank borrowings — 67.7

Extinguishment of bank borrowings — ( 44.2 )

Payment of debt issuance costs — ( 2.5 )

Other financing activities ( 0.6 ) —

Net cash used in financing activities ( 12.2 ) ( 4.5 )

Net cash provided by (used in) financing activities ( 18.8 ) 12.5

Effect of exchange rate changes on cash and cash equivalents 4.0 ( 2.1 )

Net increase (decrease) in cash and cash equivalents 3.7 ( 14.0 )

Net increase in cash and cash equivalents 13.5 12.5

Cash and cash equivalents at beginning of period 313.9 307.0

9 unchanged sentences

Three Months Ended

March 28, 2025

June 27, 2025

Common Stock Treasury shares

7 unchanged sentences

(In millions)

Balance March 28, 2025 45.1 $ 0.1 $ 561.3 1.5 $ ( 45.0 ) $ 365.4 $ ( 9.8 ) $ 872.0 $ 64.8 $ 936.8

Issuance under employee stock plans 0.4 — 1.1 — — — — 1.1 — 1.1

Employees' taxes paid upon vesting of restricted stock units — — ( 0.7 ) — — — — ( 0.7 ) — ( 0.7 )

Stock-based compensation expense — — 7.1 — — — — 7.1 — 7.1

Repurchase of shares ( 0.2 ) — — 0.2 ( 3.4 ) — — ( 3.4 ) — ( 3.4 )

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.1 ) ( 0.1 )

Net income (loss) — — — — — ( 162.0 ) — ( 162.0 ) 1.5 ( 160.5 )

Other comprehensive income — — — — — — 5.3 5.3 4.2 9.5

Balance June 27, 2025 45.3 $ 0.1 $ 568.8 1.7 $ ( 48.4 ) $ 203.4 $ ( 4.5 ) $ 719.4 $ 70.4 $ 789.8

Six Months Ended

June 27, 2025

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

Balance December 27, 2024 45.1 $ 0.1 $ 558.4 1.5 $ ( 45.0 ) $ 370.4 $ ( 10.3 ) $ 873.6 $ 62.2 $ 935.8

Issuance under employee stock plans 0.4 — 1.1 — — — — 1.1 — 1.1

Employees' taxes paid upon vesting of restricted stock units — — ( 0.7 ) — — — — ( 0.7 ) — ( 0.7 )

Stock-based compensation expense — — 10.0 — — — — 10.0 — 10.0

Repurchase of shares ( 0.2 ) — — 0.2 ( 3.4 ) — — ( 3.4 ) — ( 3.4 )

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.1 ) ( 0.1 )

Net income (loss) — — — — — ( 167.0 ) — ( 167.0 ) 4.1 ( 162.9 )

Other comprehensive income — — — — — — 5.8 5.8 4.2 10.0

Balance March 28, 2025 45.1 $ 0.1 $ 561.3 1.5 $ ( 45.0 ) $ 365.4 $ ( 9.8 ) $ 872.0 $ 64.8 $ 936.8

Balance June 27, 2025 45.3 $ 0.1 $ 568.8 1.7 $ ( 48.4 ) $ 203.4 $ ( 4.5 ) $ 719.4 $ 70.4 $ 789.8

Three Months Ended

March 29, 2024

June 28, 2024

Common Stock Treasury shares

7 unchanged sentences

(In millions)

Balance March 29, 2024 44.6 $ 0.1 $ 545.0 1.5 $ ( 45.0 ) $ 337.3 $ ( 6.5 ) $ 830.9 $ 58.2 $ 889.1

Issuance under employee stock plans 0.5 — 0.9 — — — — 0.9 — 0.9

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.2 ) — — — — ( 2.2 ) — ( 2.2 )

Stock-based compensation expense — — 4.5 — — — — 4.5 — 4.5

Net income — — — — — 19.1 — 19.1 2.4 21.5

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.1 ) ( 0.1 )

Other comprehensive loss — — — — — — ( 0.9 ) ( 0.9 ) ( 1.1 ) ( 2.0 )

Balance June 28, 2024 45.0 $ 0.1 $ 548.2 1.5 $ ( 45.0 ) $ 356.4 $ ( 7.4 ) $ 852.3 $ 59.4 $ 911.7

Six Months Ended

June 28, 2024

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

Balance December 29, 2023 44.6 $ 0.1 $ 541.5 1.5 $ ( 45.0 ) $ 346.7 $ ( 4.4 ) $ 838.9 $ 58.3 $ 897.2

Issuance under employee stock plans 0.5 — 0.9 — — — — 0.9 — 0.9

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.2 ) — — — — ( 2.2 ) — ( 2.2 )

Stock-based compensation expense — — 8.0 — — — — 8.0 — 8.0

Net income (loss) — — — — — ( 9.4 ) — ( 9.4 ) 2.2 ( 7.2 )

Net income — — — — — 9.7 — 9.7 4.5 14.2

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.1 ) ( 0.1 )

Other comprehensive loss — — — — — — ( 3.0 ) ( 3.0 ) ( 3.3 ) ( 6.3 )

Balance March 29, 2024 44.6 $ 0.1 $ 545.0 1.5 $ ( 45.0 ) $ 337.3 $ ( 6.5 ) $ 830.9 $ 58.2 $ 889.1

Balance June 28, 2024 45.0 $ 0.1 $ 548.2 1.5 $ ( 45.0 ) $ 356.4 $ ( 7.4 ) $ 852.3 $ 59.4 $ 911.7

ULTRA CLEAN HOLDINGS, INC.

52 unchanged sentences

BALANCE SHEET INFORMATION

Accounts Receivable Factoring Agreements

The Company has receivables factoring arrangements, pursuant to which certain receivables are sold to banks without recourse in exchange for cash.

Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet.

Under these receivables factoring arrangements, the Company does not maintain any beneficial interest in the receivables sold.

The banks’ purchase of eligible receivables is subject to a maximum amount of uncollected receivables.

The Company services the receivables on behalf of the banks, but otherwise maintains no significant continuing involvement with respect to the receivables.

Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee, are reflected in cash flows from operating activities on the Consolidated Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in cash flows from financing activities on the Consolidated Statements of Cash Flows.

The Company currently has two active receivables factoring arrangements.

One arrangement allows for the factoring of up to $ 25.0 million of uncollected receivables originated within the United States.

The second arrangement allows for the factoring of up to $ 12.0 million of uncollected receivables originated within the EMEA and Asia Pacific regions.

During the three and six months ended June 27, 2025, the Company received cash proceeds of $ 23.0 million and $ 29.4 million, respectively, from the sales of accounts receivables under its factoring arrangements.

As of June 27, 2025, there were a total of $ 25.4 million of uncollected receivables that had been sold and removed from the Company’s Condensed Consolidated Balance Sheets.

Inventories consisted of the following:

(In millions) March 28,

(In millions) June 27,

2025 December 27,

3 unchanged sentences

Total $ 375.6 $ 381.0

Index to Notes

Property, plant and equipment, net

Property, plant and equipment, net, consisted of the following:

(In millions) March 28,

(In millions) June 27,

2025 December 27,

8 unchanged sentences

Total $ 336.7 $ 325.9

Capitalized interest was not significant for the three months ended March 28, 2025, or for the fiscal year ended December 27, 2024.

Index to Notes

Capitalized interest was not significant for the six months ended June 27, 2025, or for the fiscal year ended December 27, 2024.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

2 unchanged sentences

Reporting Date Using

Description March 28, 2025 Quoted Prices in

Description June 27, 2025 Quoted Prices in

Active Markets for

19 unchanged sentences

These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification.

As of March 28, 2025, the Company’s aggregate pension benefit obligations was $ 12.6 million and the fair value of the pension plan assets was $ 10.7 million, resulting in underfunded pension benefit obligations of $ 1.9 million.

As of June 27, 2025, the Company’s aggregate pension benefit obligations was $ 14.0 million and the fair value of the pension plan assets was $ 11.5 million, resulting in underfunded pension benefit obligations of $ 2.5 million.

The Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation.

Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.

Prior to March 28, 2025, the Company measured its contingent earn-out liabilities at fair value on a recurring basis using a Monte Carlo simulation model.

Index to Notes

Prior to fiscal year 2025, the Company measured its contingent earn-out liabilities at fair value on a recurring basis using a Monte Carlo simulation model.

The significant unobservable inputs used in the model included the forecasted operating profit of the acquired business during the earn-out period ending in calendar year 2025.

3 unchanged sentences

Any amount paid in excess of the contingent earn-out liability on the acquisition date will be reflected as cash used in operating activities in the consolidated statements of cash flows.

As of March 28, 2025, the Company reassessed the fair value of the contingent earn-out associated with the acquisition of HIS, decreasing the fair value from $ 0.1 million as of December 27, 2024, to zero as of March 28, 2025.

The $ 0.1 million decrease was recorded as Other income (expense), net in the Condensed Consolidated Statements of Operations.

In the first quarter of fiscal year 2025, the Company reassessed the fair value of the contingent earn-out associated with the acquisition of HIS, decreasing the fair value from $ 0.1 million as of December 27, 2024, to zero .

The $ 0.1 million decrease was recorded as Other income (expense), net in the Condensed Consolidated Statements of Operations for the six months ended June 27, 2025.

The change in fair value was primarily due to lower-than-expected financial performance.

For the three months ended March 29, 2024, the Company recorded $ 1.3 million loss related to the change in the fair value of contingent earn-out.

This amount was also recorded as other income (expense), net in the Condensed Consolidated Statements of Operations.

There were no transfers in or out of any level during the three months ended March 28, 2025 and March 29, 2024.

There was no change in the fair value estimate during the second quarter of fiscal year 2025.

For the three and six months ended June 28, 2024, the Company recognized gains of $ 24.1 million and $ 22.8 million, respectively, related to the change in the fair value of contingent earn-out liability.

These amounts were recorded within other income (expense), net in the Condensed Consolidated Statements of Operations.

There were no transfers in or out of any level during the three and six months ended June 27, 2025 and June 28, 2024.

Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources.

Index to Notes

GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the consideration transferred over the fair value of the tangible and identifiable intangible assets acquired, less the liabilities assumed in a business combination.

There were no changes in the carrying amount of goodwill by segment during the three months ended March 28, 2025.

Details of aggregate goodwill of the Company are as follows:

Changes in the carrying amount of goodwill by segment during the six months ended June 27, 2025, were as follows:

(In millions) Products Services Total

Balance at March 28, 2025 $ 191.8 $ 73.5 $ 265.3

Historically, the Products segment was organized into four reporting units, Fluid Solutions, HIS, Fluid Delivery Systems and Core Products.

The Company reevaluated its reporting units and determined that as of December 28, 2024, HIS no longer qualified as a separate reporting unit.

As a result, since that date, HIS and Core Products are combined in a single reporting unit.

Accordingly, the Company performed the required impairment assessments directly before and immediately after the change in reporting units and concluded that it was not more likely than not that the fair values of any of the Company’s previous or new reporting units were less than their respective carrying amounts.

During the three months ended March 28, 2025, the Company did not recognize any impairment charges or additions to goodwill.

Balance at December 27, 2024 $ 191.8 $ 73.5 $ 265.3

Impairment of Goodwill ( 77.6 ) ( 73.5 ) ( 151.1 )

Balance at June 27, 2025 $ 114.2 $ — $ 114.2

During the first quarter of 2025, the Company combined the HIS and Core Products reporting units following a reevaluation of its reporting structure.

Impairment assessments were performed immediately before and after the change, and it was concluded that the fair values of these reporting units exceeded their carrying values on both an individual and combined basis.

Following this reevaluation, the Company is organized into four reporting units:

Core Products, Fluid Solutions, Fluid Delivery Systems, and Services.

During the first quarter of 2025, the Company did not recognize any impairment charges or additions to goodwill.

During the second quarter of 2025, the Company experienced a sustained decline in the market price of its common stock.

As a result, the Company’s market capitalization became much closer to, and at times fell below, the carrying value of its net assets.

The decline in market capitalization, combined with other factors specific to each reporting unit, such as changes in market conditions and financial performance, was identified as a triggering event under ASC 350, Intangibles—Goodwill and Other, requiring the Company to perform an interim goodwill impairment test.

The Company performed a quantitative goodwill impairment test for each of its four reporting units by comparing the estimated fair value of each reporting unit to its respective carrying value.

Based on the results of this assessment, goodwill impairments were identified in the Fluid Solutions and Services reporting units.

As a result, the Company recorded a total goodwill impairment charge of $ 151.1 million during the second quarter of 2025, of which $ 77.6 million was attributable to the Products segment and $ 73.5 million was attributable to the Services segment.

No impairments were identified in the Core Products or Fluid Delivery Systems reporting units.

For the quantitative goodwill impairment tests performed, the fair value estimates of the Company’s reporting units were derived from an income approach.

Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy.

The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration historical performance and the current macroeconomic,

Index to Notes

industry, and market conditions.

The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and changes in the reporting unit's projected cash flows.

Following the impairment of goodwill recorded in the second quarter of 2025, there is no goodwill recorded in the Fluid Solutions reporting unit or in the Services reporting unit.

The fair values of the Core Products reporting unit and the Fluid Delivery Systems reporting unit were each substantially in excess of their respective carrying values.

Prior to testing goodwill for impairment, the Company evaluated the recoverability of its long-lived assets under ASC 360, Property, Plant, and Equipment, and determined that no impairment of long-lived assets was required.

Intangible Assets

4 unchanged sentences

Details of intangible assets were as follows:

As of March 28, 2025 As of December 27, 2024

As of June 27, 2025 As of December 27, 2024

(Dollars in millions) Useful Life

16 unchanged sentences

The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets.

Amortization expense was approximately $ 7.3 million and $ 7.7 million for the three months ended March 28, 2025 and March 29, 2024, respectively.

Amortization expense related to recipes, standard operating procedures, developed technology and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to

Index to Notes

general and administrative expense.

As of March 28, 2025, future estimated amortization expense is expected to be as follows:

Amortization expense was approximately $ 7.0 million and $ 14.3 million for the three and six months ended June 27, 2025, respectively.

For the three and six months ended June 28, 2024, amortization expense was approximately $ 7.6 million and $ 15.3 million, respectively.

Amortization expense related to recipes, standard operating procedures, developed technology and certain intellectual property/know-how is included in cost of revenues, while the remaining amortization expense is included in general and administrative expense.

As of June 27, 2025, future estimated amortization expense is expected to be as follows:

(In millions) Amortization

2 unchanged sentences

Total $ 161.6

Index to Notes

BORROWING ARRANGEMENTS

5 unchanged sentences

The Company pays a quarterly commitment fee in arrears equal to 0.25 % of the average daily available commitment outstanding.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of March 28, 2025, the Company had $ 146.4 million, net of $ 3.6 million of outstanding letters of credit, available under this revolving credit facility.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of June 27, 2025, the Company had $ 146.4 million, net of $ 3.6 million of outstanding letters of credit, available under this revolving credit facility.

The letter of credit facility has an available commitment of $ 50.0 million and a maturity date of August 27, 2027.

The Company pays a quarterly fee in arrears on the dollar equivalent of all outstanding letters of credit equal to the applicable margin for the revolving credit facility, and a fronting fee equal to 0.125 % of the undrawn and unexpired amount of each letter of credit.

As of March 28, 2025, the Company had $ 3.6 million of outstanding letters of credit and $ 46.4 million of available commitments remaining under the letter of credit facility.

As of June 27, 2025, the Company had $ 3.6 million of outstanding letters of credit and $ 46.4 million of available commitments remaining under the letter of credit facility.

Under the Credit Agreement, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Term SOFR” (as defined in the Credit Agreement), plus the applicable margin.

1 unchanged sentence

Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Term SOFR loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

At March 28, 2025, the Company had an outstanding amount under the Term Loan of $ 487.5 million, gross of unamortized debt issuance costs of $ 6.6 million.

As of March 28, 2025, the interest rate on the outstanding Term Loan was 7.6 %.

At June 27, 2025, the Company had an outstanding amount under the Term Loan of $ 484.5 million, gross of unamortized debt issuance costs of $ 6.1 million.

As of June 27, 2025, the interest rate on the outstanding Term Loan was 7.6 %.

The Credit Agreement requires the Company to maintain certain financial covenants including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio as of the last day of any fiscal quarter.

The Company currently has no revolving loans outstanding under the Credit Agreement.

As of March 28, 2025, the Company was in compliance with the financial covenants contained within the Credit Agreement.

As of June 27, 2025, the Company was in compliance with the financial covenants contained within the Credit Agreement.

The Company maintains credit agreements with a local bank in Czechia and with a financial institution in Israel, which provide for revolving credit facilities of up to 7.0 million euros (approximately $ 8.2 million) and $ 5.0 million, respectively.

As of March 28, 2025, there were no borrowings outstanding under these facilities.

As of March 28, 2025, the Company’s total bank debt was $ 480.9 million, net of unamortized debt issuance costs of $ 6.6 million.

As of March 28, 2025, the Company had $ 146.4 million, $ 5.0 million, and $ 7.5 million available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

Index to Notes

As of June 27, 2025, the Company’s total bank debt was $ 478.4 million, net of unamortized debt issuance costs of $ 6.1 million.

As of June 27, 2025, the Company had $ 146.4 million, $ 5.0 million, and 5.5 million euros (approximately $ 6.4 million) available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

The fair value of the Company’s long-term debt is based on Level 2 inputs, and was determined using quoted prices for similar instruments in inactive markets.

The Company’s carrying value approximates fair value for the Company’s long-term debt.

The Company’s effective tax rate was 151.0 % and 366.7 % for the three months ended March 28, 2025 and March 29, 2024, respectively.

The income tax provision was $ 7.4 million and $ 9.9 million for the three months ended March 28, 2025 and March 29, 2024, respectively.

The change in respective tax rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

Company management continuously evaluates the need for a valuation allowance and, as of March 28, 2025, concluded that a full valuation allowance on its U.S.

The Company’s effective tax rate was ( 4.7 )% and 28.3 % for the three months ended June 27, 2025 and June 28, 2024, respectively, and ( 9.8 )% and 56.4 % for the six months ended June 27, 2025 and June 28, 2024, respectively.

The Company recorded income tax provision of $ 7.2 million and $ 8.5 million for the three months ended June 27, 2025 and June 28, 2024, respectively, and $ 14.6 million and $ 18.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

The change in respective tax rates reflects primarily reflects the goodwill impairment booked in the second quarter of fiscal year 2025, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

Index to Notes

management continuously evaluates the need for a valuation allowance and, as of June 27, 2025, concluded that a full valuation allowance on its U.S.

federal and state and certain of its foreign deferred tax assets was still appropriate.

As of March 28, 2025 and March 29, 2024, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 2.4 million and $ 2.9 million, respectively.

As of June 27, 2025 and December 27, 2024, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 5.0 million and $ 2.3 million, respectively.

Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Condensed Consolidated Statements of Operations.

4 unchanged sentences

Based on the Company’s current analysis of the enacted Pillar Two provisions and transitional safe harbor provisions, Pillar Two will not have a significant impact on the Company's financial statements for fiscal year 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law enacting significant changes to U.S.

tax and related laws.

Some of the provisions of the new tax law affecting corporations include, but are not limited to, expensing of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The Company is currently evaluating the impact the new tax law will have on its financial condition and results of operations.

Preliminarily, the Company does not anticipate a material change to its effective income tax rate and its net deferred income tax assets as the Company maintains a full valuation allowance for all U.S.

deferred tax assets.

The impact of the tax law changes from the OBBBA will be included in the Company’s financial statements beginning in the three months ending September 30, 2025.

RETIREMENT PLANS

8 unchanged sentences

The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions.

As of March 28, 2025, the benefit obligation of the plans was $ 12.6 million and the fair value of the benefit plan assets was $ 10.7 million which are invested in several fixed deposit accounts with financial institutions.

As of March 28, 2025, the underfunded balance of the plans of $ 1.9 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive income (loss) and contributions made for the three months ended March 28, 2025 and March 29, 2024 were negligible.

As of March 28, 2025, the Company’s future estimated payment obligations for the respective fiscal years are as follows:

As of June 27, 2025, the benefit obligation of the plans was $ 14.0 million and the fair value of the benefit plan assets was $ 11.5 million which are invested in several fixed deposit accounts with financial institutions.

As of June 27, 2025, the underfunded balance of the plans of $ 2.5 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive income (loss) and contributions made for the three and six months ended June 27, 2025 and June 28, 2024 were negligible.

As of June 27, 2025, the Company’s future estimated payment obligations for the respective fiscal years are as follows:

Index to Notes

6 unchanged sentences

The Company matches 50.0 % of each employee's contribution, up to a maximum of 6 % of the employee’s eligible earnings.

The Company made discretionary employer contributions of $ 1.0 million to the 401(k) Plan for each of the three months ended March 28, 2025 and March 29, 2024.

The Company made discretionary employer contributions to its 401(k) Plan of $ 0.9 million and $ 1.9 million for the three and six months ended June 27, 2025, respectively, and $ 0.9 million and $ 1.9 million for the three and six months ended June 28, 2024, respectively.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 150 million of the Company’s common stock over a three-year period.

No shares were repurchased under this program for the three months ended March 28, 2025 and March 29, 2024.

As of March 28, 2025, 1.4 million shares had been repurchased under the program and they are held in treasury stock.

For the three and six months ended June 27, 2025, approximately 0.2 million shares were repurchased under this program with aggregate cost of $ 3.4 million.

No shares were repurchased under this program for the three and six months ended June 28, 2024.

As of June 27, 2025, 1.5 million shares had been repurchased under the program and they are held in treasury stock.

The Company records treasury stock using the cost method.

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The carrying value of the remaining interest held by another shareholder in Cinos Korea and the remaining interest in Cinos China are presented as noncontrolling interests in the accompanying Condensed Consolidated Financial Statements.

The noncontrolling interests were estimated based on the values of Cinos Korea and Cinos China on a 100 % basis.

The values were calculated based on the pro-rata portion of total Services earnings before interest expense, taxes, depreciation and amortization contributed by each entity.

Noncontrolling interests are calculated based on minority ownership percentages, representing the proportionate share of net assets in the balance sheet and net income (loss) in the income statement.

Index to Notes

EMPLOYEE STOCK PLANS

Employee Stock Plans

Index to Notes

The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan.

5 unchanged sentences

The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations:

Three Months Ended

(In millions) March 28,

2025 March 29,

Three Months Ended Six Months Ended

(In millions) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Cost of revenues (1) $ 0.3 $ 0.4 $ 0.7 $ 0.8

3 unchanged sentences

Total stock-based compensation $ 7.1 $ 4.5 $ 10.0 $ 8.0

(1) Stock-based compensation expense capitalized in inventory for the three months ended March 28, 2025 and March 29, 2024 were immaterial.

For the three months ended March 28, 2025 and March 29, 2024, 51 thousand and 24 thousand RSUs were granted with a weighted average fair value of $ 25.61 and $ 44.21 per share, respectively.

No PSUs were granted for the three months ended March 28, 2025 and March 29, 2024.

For the three months ended March 28, 2025, 1 thousand RSAs were granted with a weighted fair value of $ 24.96 .

No RSAs were granted for the three months ended March 29, 2024.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended March 28, 2025:

(1) Stock-based compensation expense capitalized in inventory for the three and six months ended June 27, 2025 and June 28, 2024 were immaterial.

For the three and six months ended June 27, 2025, 0.7 million and 0.8 million RSUs were granted with a weighted average fair value of $ 22.12 and $ 22.35 per share, respectively.

For the three and six months ended June 28, 2024, 451 thousand and 475 thousand RSUs were granted with a weighted average fair value of $ 41.32 and $ 41.47 per share, respectively.

For the three and six months ended June 27, 2025, 98 thousand PSUs were granted with fair value of $ 2.2 million, while 125 thousand PSUs were granted for the three and six months ended June 28, 2024, with a fair value of $ 5.8 million.

For the six months ended June 27, 2025, 1 thousand RSAs were granted with a weighted fair value of $ 24.96 per share.

For the three and six months ended June 28, 2024 26 thousand RSAs were granted with a weighted fair value of $ 46.17 per share.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the six months ended June 27, 2025:

(In millions) Number of

1 unchanged sentence

Outstanding at December 27, 2024 1.4 $ 52.0

Vested ( 0.4 )

Forfeited ( 0.3 )

Outstanding at March 28, 2025 1.1 24.9

Expected to vest at March 28, 2025 1.1 $ 24.8

As of March 28, 2025, approximately $ 21.8 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 1.6 years, and will be adjusted for subsequent changes in future grants.

The total unamortized expense of the Company’s unvested RSAs as of March 28, 2025 was $ 0.2 million.

Outstanding at June 27, 2025 1.6 $ 35.3

Expected to vest at June 27, 2025 1.5 $ 35.1

As of June 27, 2025, approximately $ 36.0 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 2.1 years, and will be adjusted for subsequent changes in future grants.

Under the current PSU program, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period.

The percentage to be applied to each participant’s target award ranges from zero to 200 %, based upon the extent to which the financial performance goals are achieved.

If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participant’s PSU award granted to determine the number of total units earned.

If specific performance threshold levels for the financial

Index to Notes

goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participant’s PSU award granted to determine the number of total units earned.

Recipients of PSU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PSUs covered by that award.

In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan.

Target shares

Index to Notes

subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period.

Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period.

Employee Stock Purchase Plan

2 unchanged sentences

The aggregate number of shares authorized for issuance under the plan is 1.1 million.

The Company recorded $ 0.2 million of expense related to ESPP for each of the three months ended March 28, 2025 and March 29, 2024.

No shares were issued under the ESPP during either of these periods.

During the three and six months ended June 27, 2025.

72 thousand shares were issued under the ESPP.

The Company recorded $ 0.2 million and $ 0.4 million of expense related to ESPP for the three and six months ended June 27, 2025

During the three and six months ended June 28, 2024, 42 thousand shares were issued under the ESPP.

The Company recorded $ 0.2 million and $ 0.3 million of expense related to ESPP for the three and six months ended June 28, 2024.

REVENUE RECOGNITION

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Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

Sales, value-added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration.

We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized.

As of March 28, 2025, the total unpaid rebates amounted to $ 2.3 million, of which $ 0.6 million was recorded as a reduction to accounts receivable, and $ 1.7 million was recorded within accounts payable.

As of June 27, 2025, the total unpaid rebates amounted to $ 1.8 million, of which $ 1.1 million was recorded as a reduction to accounts receivable, and $ 0.7 million was recorded within accounts payable.

Accruals for unpaid customer rebates of $ 2.3 million as of December 27, 2024, were netted against accounts receivable.

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These services are not material for any of the periods presented.

The Company’s principal markets include Americas, Asia Pacific and EMEA.

The Company’s foreign operations are conducted primarily through its subsidiaries in China, Malaysia, Singapore, Israel, Taiwan, South Korea, the United

Index to Notes

Kingdom and the Czechia.

The Company’s principal markets include Americas, Asia Pacific and EMEA.

The Company’s foreign operations are conducted primarily through its subsidiaries in China, Czechia, Israel, Malaysia, Singapore, South Korea, Taiwan, and the United Kingdom.

Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed.

The following table sets forth revenue by geographic area (in millions):

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Singapore $ 179.0 $ 168.9 $ 382.7 $ 326.1

United States 134.6 146.2 257.6 287.1

China 33.3 54.9

Austria 49.3 45.2 95.4 82.8

China 47.8 59.6 81.1 114.5

South Korea 28.1 24.7 57.9 48.3

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The Company’s most significant customers (having individually accounted for 10% or more of revenues) are from Products segment and their related revenues as a percentage of total revenues were as follows:

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Lam Research Corporation 32.7 % 31.7 % 34.4 % 31.6 %

Applied Materials, Inc.

23.3 22.8 23.0 22.8

Total 56.0 % 54.5 % 57.4 % 54.4 %

Two customers’ gross accounts receivable balances, Lam Research Corporation and ASML Holding NV, were individually greater than 10% of gross accounts receivable as of March 28, 2025, in the aggregate approximately 26.7 % of the Company’s total gross accounts receivable.

Three customers’ gross accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASML Holding NV were individually greater than 10% of gross accounts receivable as of December 27, 2024, in the aggregate approximately 41.9 % of total gross accounts receivable.

As of June 27, 2025, gross accounts receivable from Lam Research Corporation exceeded 10% of the Company's total gross accounts receivable, representing approximately 13.9 % of the total.

Three customers’ gross accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASML Holding NV were individually greater than 10% of gross accounts receivable as of December 27, 2024, and were in the aggregate approximately 41.9 % of total gross accounts receivable.

The Company leases land, offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA.

Index to Notes

NET LOSS PER SHARE

Potential common shares from employee stock plans totaling 0.3 million and 0.5 million for the three months ended March 28, 2025 and March 29, 2024, respectively, were excluded from the computation of diluted loss per share because their effect would have been antidilutive due to the net loss incurred in those periods.

Potential common shares from employee stock plans totaling 1.4 million and 1.3 million for the three and six months ended June 27, 2025, respectively, were excluded from the computation of diluted loss per share as their effect would have been antidilutive.

The Company did not have any significant antidilutive securities excluded from the calculation of diluted earnings per share for the three and six months ended June 28, 2024.

Index to Notes

The table below presents the calculation of basic and diluted loss per share:

Three Months Ended

(In millions, except share amounts) March 28,

2025 March 29,

Net loss attributable to UCT $ ( 5.0 ) $ ( 9.4 )

Three Months Ended Six Months Ended

(In millions, except share amounts) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Net income (loss) attributable to UCT $ ( 162.0 ) $ 19.1 $ ( 167.0 ) $ 9.7

Shares used in computation — basic:

Basic weighted average common shares outstanding 45.2 44.9 45.2 44.7

Shares used in computation — diluted:

Weighted average common shares outstanding 45.2 44.9 45.2 44.7

Effect of potential dilutive securities:

Employee stock plans — 0.5 — 0.6

Diluted weighted average common shares outstanding 45.2 45.4 45.2 45.3

Net loss per share attributable to UCT:

Net income (loss) per share attributable to UCT:

Basic $ ( 3.58 ) $ 0.43 $ ( 3.70 ) $ 0.22

15 unchanged sentences

Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results.

Three Months Ended

(In millions) March 28,

2025 March 29,

Index to Notes

Three Months Ended Six Months Ended

(In millions) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Products $ 454.9 $ 452.7 $ 911.9 $ 871.2

1 unchanged sentence

Total segment revenues $ 518.8 $ 516.1 $ 1,037.4 $ 993.9

Index to Notes

Cost of revenues:

2 unchanged sentences

Total segment cost of revenues $ 439.3 $ 427.6 $ 873.9 $ 822.8

Gross profit:

Products $ 61.6 $ 68.8 $ 128.4 $ 133.2

Services 17.9 19.7 35.1 37.9

Total segment gross profit $ 79.5 $ 88.5 $ 163.5 $ 171.1

Operating expenses:

2 unchanged sentences

General and administrative 36.8 33.2 76.3 67.5

Impairment of goodwill 77.6 — 77.6 —

Total Products operating expenses 132.5 50.0 189.1 99.7

2 unchanged sentences

General and administrative 10.1 10.5 19.2 21.0

Impairment of goodwill 73.5 — 73.5 —

Total Services operating expenses 88.8 15.6 103.3 31.2

Total segment operating expenses $ 221.3 $ 65.6 $ 292.4 $ 130.9

Segment operating profit:

Segment operating profit (loss):

Products $ ( 70.9 ) $ 18.8 $ ( 60.7 ) $ 33.5

Services ( 70.9 ) 4.1 ( 68.2 ) 6.7

Total segment operating profit $ 12.9 $ 17.3

Reconciliation of segment operating profit:

Total segment operating profit (loss) $ ( 141.8 ) $ 22.9 $ ( 128.9 ) $ 40.2

Reconciliation of segment operating profit (loss):

Total segment operating profit $ ( 141.8 ) $ 22.9 $ ( 128.9 ) $ 40.2

2 unchanged sentences

Other income (expense), net $ ( 2.2 ) $ 17.4 $ ( 1.3 ) $ 13.5

Income before provision for income taxes $ 4.9 $ 2.7

Income (loss) before provision for income taxes $ ( 153.3 ) $ 30.0 $ ( 148.3 ) $ 32.6

Index to Notes

Expenditures for segment property, plant and equipment

6 unchanged sentences

Total depreciation and amortization $ 18.7 $ 18.8 $ 37.7 $ 38.0

(In millions) March 28,

(In millions) June 27,

2025 December 27,

2 unchanged sentences

Total segment assets $ 1,745.6 $ 1,919.9

Index to Notes

Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, are reported based on the location of the asset.

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 176.1 million, $ 83.8 million, $ 75.4 million, $ 49.3 million and $ 101.2 million, respectively as of March 28, 2025, and $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 27, 2024.

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 176.4 million, $ 83.7 million, $ 75.4 million, $ 54.5 million and $ 100.6 million, respectively as of June 27, 2025, and $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 27, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements