What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-29 · 172 added, 144 removed, 562 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 26,

2025 December 27,

2 unchanged sentences

Cash and cash equivalents $ 314.1 $ 313.9

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

Accounts receivable, net of allowance for credit losses of $ 1.2 and $ 2.1 at September 26, 2025 and December 27, 2024, respectively

Inventories 382.2 381.0

26 unchanged sentences

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

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

47.1 and 46.6 shares issued and 45.4 and 45.1 shares outstanding at September 26, 2025 and December 27, 2024, respectively

Additional paid-in capital 572.8 558.4

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

Common shares held in treasury, at cost, 1.7 and 1.5 shares at September 26, 2025 and December 27, 2024, respectively

( 48.4 ) ( 45.0 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(In millions, except per share amounts)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(In millions)

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

2025 June 28,

Nine Months Ended

September 26,

2025 September 27,

(In millions)

23 unchanged sentences

Purchases of property, plant and equipment ( 40.2 ) ( 46.2 )

Proceeds from sale of equipment 0.1 0.1

Other investing activities 3.2 —

Net cash used in investing activities ( 37.0 ) ( 46.2 )

Cash flows from financing activities:

Proceeds from bank borrowings 59.3 67.7

Extinguishment of bank borrowings ( 59.3 ) ( 44.2 )

Proceeds from issuance of common stock 1.1 0.9

3 unchanged sentences

Payments of dividends to a joint venture shareholder ( 0.1 ) ( 0.5 )

Proceeds from bank borrowings — 67.7

Extinguishment of bank borrowings — ( 44.2 )

Payment of debt issuance costs — ( 2.5 )

14 unchanged sentences

Three Months Ended

June 27, 2025

September 26, 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

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

Issuance under employee stock plans 0.1 0.0 0.0 — — — — 0.0 — 0.0

1 unchanged sentence

Stock-based compensation expense — — 4.4 — — — — 4.4 — 4.4

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) — — — — — ( 10.9 ) — ( 10.9 ) 2.8 ( 8.1 )

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

Other comprehensive loss — — — — — — ( 2.6 ) ( 2.6 ) ( 1.8 ) ( 4.4 )

Balance September 26, 2025 45.4 $ 0.1 $ 572.8 1.7 $ ( 48.4 ) $ 192.5 $ ( 7.1 ) $ 709.9 $ 71.4 $ 781.3

Nine Months Ended

September 26, 2025

Common Stock Treasury shares

15 unchanged sentences

Other comprehensive income — — — — — — 3.2 3.2 2.4 5.6

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

Balance September 26, 2025 45.4 $ 0.1 $ 572.8 1.7 $ ( 48.4 ) $ 192.5 $ ( 7.1 ) $ 709.9 $ 71.4 $ 781.3

Three Months Ended

June 28, 2024

September 27, 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

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

Issuance under employee stock plans 0.1 — — — — — — — — 0.0

4 unchanged sentences

Other comprehensive loss — — — — — — 3.5 3.5 2.9 6.4

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

Balance September 27, 2024 45.1 $ 0.1 $ 552.6 1.5 $ ( 45.0 ) $ 354.1 $ ( 3.9 ) $ 857.9 $ 64.5 $ 922.4

Nine Months Ended

September 27, 2024

Common Stock Treasury shares

14 unchanged sentences

Other comprehensive loss — — — — — — 0.5 0.5 ( 0.4 ) 0.1

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

Balance September 27, 2024 45.1 $ 0.1 $ 552.6 1.5 $ ( 45.0 ) $ 354.1 $ ( 3.9 ) $ 857.9 $ 64.5 $ 922.4

ULTRA CLEAN HOLDINGS, INC.

11 unchanged sentences

Reportable Segments

Subsequent events

Index to Notes

34 unchanged sentences

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which confirmed that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Clarifying the Effective Date (“ASU No.

2025-01”), which confirmed that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

1 unchanged sentence

The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on its financial statement disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Subtopic 326-20):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU No.

The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASC 606.

The standard should be applied prospectively, and is effective for annual periods, including interim reporting periods, beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this guidance but does not expect it to have material effect on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Customer Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU No.

The amendments in this update provide targeted improvements to the accounting for internal-use software costs by removing the concept of “project stages,” introducing a new capitalization threshold based on when management authorizes and commits to funding the project, and requiring that capitalization only occur when completion of the software is probable.

The ASU also introduces the concept of “significant development uncertainty,” under which capitalization should cease until such uncertainty is resolved.

Additionally, the amendments relocate the guidance for website development costs from ASC 350-50 to ASC 350-40 and require expanded disclosures for capitalized internal-use software costs consistent with those for long-lived assets under ASC 360-10.

Entities may apply the guidance prospectively, retrospectively, or using a modified retrospective approach, with early adoption permitted.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

BALANCE SHEET INFORMATION

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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.

During the three and nine months ended September 26, 2025, the Company received cash proceeds of $ 21.5 million and $ 50.9 million, respectively, from the sales of accounts receivables under its factoring arrangements.

As of September 26, 2025, there were a total of $ 24.0 million of uncollected receivables that had been sold and removed from the Company’s Condensed Consolidated Balance Sheets.

Index to Notes

Inventories consisted of the following:

(In millions) June 27,

(In millions) September 26,

2025 December 27,

3 unchanged sentences

Total $ 382.2 $ 381.0

Index to Notes

Property, plant and equipment, net

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

(In millions) June 27,

(In millions) September 26,

2025 December 27,

8 unchanged sentences

Total $ 329.1 $ 325.9

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

During the three months ended September 26, 2025, the Company received an asset-related government grant of $ 2.9 million, which was recorded as a reduction of the carrying amount of the related property, plant and equipment.

Capitalized interest was not significant for the nine months ended September 26, 2025, or for the fiscal year ended December 27, 2024.

Index to Notes

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 June 27, 2025 Quoted Prices in

Description September 26, 2025 Quoted Prices in

Active Markets for

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

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.

As of September 26, 2025, the Company’s aggregate pension benefit obligations was $ 13.9 million and the fair value of the pension plan assets was $ 11.2 million, resulting in underfunded pension benefit obligations of $ 2.7 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.

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.

5 unchanged sentences

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 $ 0.1 million decrease was recorded as Other income (expense), net in the Condensed Consolidated Statements of Operations for the nine months ended September 26, 2025.

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

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.

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

For the three and nine months ended September 27, 2024, the Company recognized $ 0.8 million of loss and $ 22.0 million of gain, 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.

There were no transfers in or out of any level during the three and nine months ended September 26, 2025 and September 27, 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.

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

Changes in the carrying amount of goodwill by segment during the nine months ended September 26, 2025, were as follows:

(In millions) Products Services Total

1 unchanged sentence

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

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

Balance at September 26, 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.

7 unchanged sentences

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.

Based on the results of this assessment performed in the second quarter of 2025, the Company recorded a total goodwill impairment charge of $ 151.1 million, of which $ 77.6 million was attributable to the Fluid Solutions reporting unit and $ 73.5 million was attributable to the Services reporting unit.

As a result, there is no remaining goodwill in the Fluid Solutions reporting unit or in the Services reporting unit.

No impairments were identified in the Core Products or Fluid Delivery Systems reporting units, whose fair values remained substantially in excess of their respective carrying values.

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.

During the third quarter of 2025, the Company monitored relevant events and circumstances and determined that no additional indicators of impairment were present that would require further interim impairment testing of goodwill or long-lived assets.

Intangible Assets

3 unchanged sentences

Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure.

Index to Notes

Details of intangible assets were as follows:

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

As of September 26, 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 $ 7.0 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 was approximately $ 6.9 million and $ 21.2 million for the three and nine months ended September 26, 2025, respectively.

For the three and nine months ended September 27, 2024, amortization expense was approximately $ 7.6 million and $ 22.9 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:

As of September 26, 2025, future estimated amortization expense is expected to be as follows:

(In millions) Amortization

2 unchanged sentences

Total $ 154.7

Index to Notes

BORROWING ARRANGEMENTS

On October 8, 2024, the Company entered into the Seventh Amendment to its Credit Agreement, originally dated August 27, 2018, as amended.

The Seventh Amendment, among other changes, reduced the interest rate on the term loan facility by 0.25 % per annum.

On September 15, 2025, the Company entered into the Eighth Amendment (the “Eighth Amendment”) to the Credit Agreement, originally dated August 27, 2018 (as previously amended, the “Existing Credit Agreement”).

The Existing Credit Agreement, as further amended by the Eighth Amendment, is referred to herein as the “Credit Agreement”.

Pursuant to the Eighth Amendment, the Existing Credit Agreement was amended to reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.50 % per annum.

The amendment did not modify the revolving credit facility.

The term loan facility has a maturity date of February 25, 2028.

The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625 % of the outstanding principal balance since October 8, 2024, with the remaining principal paid upon maturity.

The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625 % of the outstanding principal balance since September 15, 2025, with the remaining principal paid upon maturity.

The revolving credit facility has aggregate commitments of $ 150.0 million and a maturity date of August 27, 2027.

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 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.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of September 26, 2025, the Company had $ 146.6 million, net of $ 3.4 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 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.

As of September 26, 2025, the Company had $ 3.4 million of outstanding letters of credit and $ 46.6 million of available commitments remaining under the letter of credit facility.

Index to Notes

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 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 %.

At September 26, 2025, the Company had an outstanding amount under the Term Loan of $ 481.5 million, gross of unamortized debt issuance costs of $ 5.1 million.

As of September 26, 2025, the interest rate on the outstanding Term Loan was 6.9 %.

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

As of September 26, 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 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.

As of September 26, 2025, the Company’s total bank debt was $ 476.4 million, net of unamortized debt issuance costs of $ 5.1 million.

As of September 26, 2025, the Company had $ 146.6 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 ( 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.

The Company recorded income tax provisions of $ 8.7 million and $ 9.9 million for the three months ended September 26, 2025 and September 27, 2024, respectively, and $ 23.3 million and $ 28.2 million for the nine months ended September 26, 2025 and September 27, 2024, respectively.

The Company’s effective tax rate was 1450.0 % and 97.1 % for the three months ended September 26, 2025 and September 27, 2024, respectively, and ( 15.8 )% and 66.0 % for the nine months ended September 26, 2025 and September 27, 2024, respectively.

The change in respective tax rates reflects, primarily, 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.

Company management continuously evaluates the need for a valuation allowance and, as of September 26, 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 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.

As of September 26, 2025 and December 27, 2024, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 5.2 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.

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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.

On July 4, 2025, the reconciliation bill, commonly referred to as 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.

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

Index to Notes

of interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The impacts of the OBBBA are reflected in the Company’s results for the three months ended September 26, 2025, and there was no material impact to our income tax expense.

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 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

As of September 26, 2025, the benefit obligation of the plans was $ 13.9 million and the fair value of the benefit plan assets was $ 11.2 million which are invested in several fixed deposit accounts with financial institutions.

As of September 26, 2025, the underfunded balance of the plans of $ 2.7 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 nine months ended September 26, 2025 and September 27, 2024 were negligible.

As of September 26, 2025, the Company’s future estimated payment obligations for the respective fiscal years are as follows:

(In millions)

5 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 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.

The Company made discretionary employer contributions to its 401(k) Plan of $ 1.0 million and $ 3.0 million for the three and nine months ended September 26, 2025, respectively, and $ 0.8 million and $ 2.7 million for the three and nine months ended September 27, 2024, respectively.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business.

Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the Condensed Consolidated Statements of Operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

Although the outcome of the various legal proceedings and claims individually or in the

Index to Notes

aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the Condensed Consolidated Statements of Operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS

1 unchanged sentence

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.

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.

No shares were repurchased under this program for the three months ended September 26, 2025, and for three and nine months ended September 27, 2024.

For the nine months ended September 26, 2025, the Company repurchased approximately 0.2 million shares under this program for an aggregate cost of $ 3.4 million.

All repurchases during the 2025 period occurred in the second quarter.

As of September 26, 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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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

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

Three Months Ended Six Months Ended

(In millions) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

(In millions) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Cost of revenues (1) $ 0.4 $ 0.5 $ 1.1 $ 1.3

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Total stock-based compensation $ 4.4 $ 4.7 $ 14.4 $ 12.7

(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:

(1) Stock-based compensation expense capitalized in inventory for the three and nine months ended September 26, 2025 and September 27, 2024 were immaterial.

Index to Notes

For the three and nine months ended September 26, 2025, 0.2 million and 1.0 million RSUs were granted with a weighted average fair value of $ 26.13 and $ 23.27 per share, respectively.

For the three and nine months ended September 27, 2024, 27 thousand and 502 thousand RSUs were granted with a weighted average fair value of $ 39.72 and $ 41.37 per share, respectively.

For the three and nine months ended September 26, 2025, 44 thousand and 142 thousand PSUs were granted, with a fair value of $ 1.0 million and $ 3.2 million, respectively.

For the nine months ended September 27, 2024, 125 thousand PSUs were granted with a fair value of $ 5.8 million.

No PSUs were granted for the three months ended September 27, 2024.

For the nine months ended September 26, 2025 and September 27, 2024, 1 thousand and 26 thousand RSAs were granted with a weighted fair value of $ 24.96 and $ 46.17 per share, respectively.

No RSAs were granted for the three months ended September 26, 2025 and September 27, 2024.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the nine months ended September 26, 2025:

(In millions) Number of

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Forfeited ( 0.5 )

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.

Outstanding at September 26, 2025 1.7 $ 44.8

Expected to vest at September 26, 2025 1.7 $ 44.8

As of September 26, 2025, approximately $ 34.4 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

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.

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.

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.

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

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.

During the nine months ended September 26, 2025 and September 27, 2024, 72 thousand and 42 thousand shares, respectively, were issued under the ESPP.

No shares were issued under the ESPP during the three months ended September 26, 2025 and September 27, 2024.

The Company recorded ESPP-related expense of $ 0.2 million and $ 0.7 million for the three and nine months ended September 26, 2025, respectively.

For the three and nine months ended September 27, 2024, the Company recorded ESPP-related expense of $ 0.2 million and $ 0.5 million, respectively.

REVENUE RECOGNITION

Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Index to Notes

The Company sells its products and services primarily to customers in the semiconductor capital equipment industry.

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

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.

As of September 26, 2025 and December 27, 2024, unpaid rebate accruals totaled $ 1.9 million and $ 2.3 million, respectively, and were netted against accounts receivable.

The Company’s disaggregated revenues are apportioned by segments within the Company’s Condensed Consolidated Statement of Operations.

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

Index to Notes

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

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

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Singapore $ 180.8 $ 173.9 $ 563.5 $ 500.0

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Total $ 510.0 $ 540.4 $ 1,547.3 $ 1,534.3

Index to Notes

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 Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Lam Research Corporation 39.4 % 31.2 % 36.0 % 31.4 %

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Total 59.9 % 53.0 % 58.2 % 53.8 %

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.

As of September 26, 2025, gross accounts receivable from Lam Research Corporation and Applied Materials, Inc.

exceeded 10% of the Company's total gross accounts receivable, representing approximately 26.1 % 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.

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NET LOSS PER SHARE

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

Potential common shares from employee stock plans totaling 1.5 million and 1.3 million for the three and nine months ended September 26, 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 nine months ended September 27, 2024.

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

Three Months Ended Six Months Ended

(In millions, except share amounts) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

(In millions, except share amounts) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Net income (loss) attributable to UCT $ ( 10.9 ) $ ( 2.3 ) $ ( 177.9 ) $ 7.4

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The CODM primarily uses income from operations to evaluate each segment’s performance and allocate resources, primarily through periodic budgeting and segment performance reviews.

Significant expenses within segment operating profit include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations.

Significant expenses within segment operating profit include cost of revenue,

Index to Notes

research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations.

The Company’s reportable segments are determined based on the nature of their revenue streams and the Company’s internal organization structure.

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Index to Notes

Three Months Ended Six Months Ended

(In millions) June 27,

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

(In millions) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Products $ 445.0 $ 479.0 $ 1,356.9 $ 1,350.2

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Total depreciation and amortization $ 19.0 $ 19.0 $ 56.7 $ 57.0

(In millions) June 27,

(In millions) September 26,

2025 December 27,

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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 $ 176.4 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.

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 174.3 million, $ 81.8 million, $ 71.5 million, $ 51.9 million and $ 106.5 million, respectively as of September 26, 2025, and $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 27, 2024.

SUBSEQUENT EVENTS

Subsequent to the end of the third quarter, on October 23, 2025, the Board of Directors approved the renewal of the share repurchase program.

The renewed program authorizes the Company to repurchase up to $ 150.0 million of its common stock over a three-year period.

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