What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-25 · 325 added, 248 removed, 815 unchanged (41% of the section changed)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accountin g Firms ( PCAOB ID:

Reports of Independent Registered Public Accounting Firms (PCAOB ID:

238 and PCAOB ID:

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Consolidated Statements of Stockholders’ Equity for the years ended December 26, 2025, December 27, 2024 and December 29, 2023

Notes to Consolidated Financial Statements

Index to N otes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Ultra Clean Holdings, Inc.

and its subsidiaries (the “Company”) as of December 27, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity, and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Ultra Clean Holdings, Inc.

and its subsidiaries (the “Company”) as of December 26, 2025 and December 27, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity, and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls relating to the:

(i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives across the Company, (ii) sufficiency of competent personnel to analyze risks of material misstatement and develop internal control activities to support the achievement of the Company’s internal control objectives, (iii) monitoring of control activities in accordance with established policies in a timely manner, (iv) information technology general controls over program change and user access for certain information systems for certain of the Fluid Solutions operating subsidiaries in the Products segment that are relevant to the preparation of the Company’s consolidated financial statements, and (v) segregation of duties across various business processes, including journal entries for certain other international operating subsidiaries in the Products segment.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses referred to above are described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 26, 2025 and December 27, 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 26, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventories – Provisions for Excess or Obsolete Inventories

As described in Notes 1 and 4 to the consolidated financial statements, the Company values its inventories at the lower of cost (first-in, first-out) or net realizable value.

Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost.

As disclosed by management, inherent in the estimates of demand and market value in determining inventory valuation are management’s estimates related to economic trends, market conditions, and future demand for the Company’s products.

Inventory write downs inherently involve judgments based on assumptions about expected future demand and the impact of market conditions on those assumptions.

Although the Company believes that the assumptions used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result.

As of December 27, 2024, the Company’s consolidated inventories balance was $381.0 million.

The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories, is a critical audit matter are (i) the significant judgment by management when developing the provisions for excess or obsolete inventories, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to future demand, and (iii) as previously disclosed by management, a material weakness existed during the year related to this matter.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As described in Notes 1 and 12 to the consolidated financial statements, the Company sells its products and services primarily to customers in the semiconductor capital equipment industry.

Revenue is recognized when the Company satisfies 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.

The Company’s total revenues were $2.1 billion for the year ended December 26, 2025.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete inventories, including controls over the development of assumption related to future demand.

These procedures also included, among others (i) testing management’s process for developing the provisions for excess or obsolete inventories;

(ii) evaluating the appropriateness of management’s estimates;

(iii) testing the completeness and accuracy of underlying data used by management in developing the estimate;

and (iv) evaluating the reasonableness of the significant assumption used by management related to future demand.

Evaluating management’s assumption related to future demand involved evaluating whether the assumption used by management was reasonable considering (i) current and past results, and (ii) whether this assumption was consistent with evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of revenue at the transaction price once control passes to the customer.

These procedures also included, among others (i) evaluating certain revenue transactions by either (a) testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of certain data provided by management or (b) testing, on a sample basis, the revenue recognized by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment, and cash receipts, as applicable;

and (ii) confirming, on a sample basis, outstanding customer invoice balances as of December 26, 2025 and for confirmations not returned, obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment, and subsequent cash receipts, as applicable.

Interim Goodwill Impairment Assessment – Core Products Reporting Unit

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s goodwill balance was $114.2 million as of December 26, 2025, a significant portion of which relates to the Core Products reporting unit.

Management reviews goodwill for impairment annually in the fourth fiscal quarter and whenever events or changes in circumstances indicate that the carrying value exceeds fair value.

A quantitative impairment analysis, if necessary, considers the income approach, and significant estimates include revenue growth rates, gross margins, discount rates, and future economic and market conditions.

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

The decline in market capitalization, combined with other factors specific to each reporting unit, was identified as a triggering event, requiring the Company to perform an interim goodwill impairment test by comparing the estimated fair value of each reporting unit to its respective carrying value.

Based on the results of this assessment, the Company recorded a goodwill impairment charge of $151.1 million.

No impairment was identified in the Core Products reporting unit.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Core Products reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to gross margins and discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s interim goodwill impairment assessment, including controls over the valuation of the Company’s Core Products reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the income approach used by management;

(iii) testing the completeness and accuracy of underlying data used in the income approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to gross margins and discount rate.

Evaluating management’s assumption related to gross margins involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumption was consistent with evidence obtained in other areas of

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption.

/s/ PricewaterhouseCoopers LLP

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Ultra Clean Holdings, Inc.

(the “Company”) as of December 29, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years ended December 29, 2023, and December 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 29, 2023 and the consolidated results of its operations and its cash flows for the years ended December 29, 2023, and December 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of Ultra Clean Holdings, Inc.

(the “Company”) for the year ended December 29, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the Company’s consolidated results of operations and its cash flows for the year ended December 29, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

We believe that our audit provides a reasonable basis for our opinion.

/s/ Baker Tilly US LLP

San Francisco, California

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(In millions, except per share amounts)

Product $ 1,853.7 $ 1,501.6 $ 2,074.7

Products $ 1,799.3 $ 1,853.7 $ 1,501.6

Services 254.7 243.9 232.9

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Cost of revenues:

Product 1,569.7 1,290.5 1,712.3

Products 1,547.0 1,569.7 1,290.5

Services 184.1 171.6 166.7

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General and administrative 186.0 179.5 162.0

Net loss on divestitures — — 77.4

Impairment of goodwill 151.1 — —

Total operating expenses 430.3 265.1 242.1

Income from operations 91.2 35.2 120.4

Income (loss) from operations ( 107.4 ) 91.2 35.2

Interest income 3.9 4.8 4.1

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Net income (loss) $ ( 171.6 ) $ 34.5 $ ( 22.2 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities (excluding assets acquired, liabilities assumed and noncontrolling interests at acquisition):

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

Depreciation and amortization 47.9 45.7 37.6

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Amortization of debt issuance costs 2.7 3.0 3.9

Impairment of goodwill 151.1 — —

Loss (gain) on sale of property, plant and equipment 0.7 1.2 ( 0.9 )

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Deferred income taxes ( 2.7 ) ( 3.0 ) ( 12.4 )

Net loss on divestiture — — 77.4

Changes in assets and liabilities, net of effects of acquisitions:

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Acquisition of businesses, net of cash acquired — — ( 46.1 )

Proceeds from sale of equipment — 2.2 0.5

Divestiture of subsidiaries — — 3.4

Other investing activities 3.3 — 2.2

Net cash used in investing activities ( 47.0 ) ( 63.5 ) ( 119.7 )

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Proceeds from bank borrowings 59.3 67.7 —

Proceeds from issuance of common stock 2.0 0.8 0.7

Extinguishment of bank borrowings ( 59.3 ) ( 44.2 ) —

Proceeds from issuance of common stock 2.2 2.0 0.8

Principal payments on bank borrowings ( 18.2 ) ( 10.2 ) ( 38.6 )

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Common Stock Treasury shares

Shares Amount Additional

(In millions) Shares Amount Additional

Capital Shares Amount Retained

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Interests Total

(In millions)

Balance December 31, 2022 45.2 $ 0.1 530.8 0.9 $ ( 15.4 ) $ 377.8 $ ( 5.4 ) $ 887.9 $ 49.1 $ 937.0

Issuance under employee stock plans 0.6 — 0.8 — — — — 0.8 — 0.8

Repurchase of shares ( 0.3 ) — — 0.3 ( 12.1 ) — — ( 12.1 ) — ( 12.1 )

Stock-based compensation expense — 19.1 — — — — 19.1 — 19.1

Employees’ taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 3.9 ) — — — — ( 3.9 ) — ( 3.9 )

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.3 ) ( 0.3 )

Divestiture of a subsidiary — — — — — — — — ( 1.9 ) ( 1.9 )

Net income — — — — — 40.4 — 40.4 10.0 50.4

Other comprehensive loss — — — — — — ( 5.2 ) ( 5.2 ) ( 2.5 ) ( 7.7 )

Balance December 30, 2022 45.2 $ 0.1 530.8 0.9 $ ( 15.4 ) $ 377.8 $ ( 5.4 ) $ 887.9 $ 49.1 $ 937.0

Issuance under employee stock plans 0.6 — 0.8 — — — — 0.8 — 0.8

Shares transfer to employee stock plans — — ( 0.5 ) — — — — — —

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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 0.6 — 2.2 — — — — 2.2 — 2.2

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

Employees' taxes paid upon vesting of restricted stock units — — ( 1.1 ) — — — — ( 1.1 ) — ( 1.1 )

Stock-based compensation expense — — 19.2 — — — — 19.2 — 19.2

Net income (loss) — — — — — ( 181.2 ) — ( 181.2 ) 9.6 ( 171.6 )

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

Other comprehensive income — — — — — — 1.7 1.7 1.4 3.1

Balance December 26, 2025 45.5 $ 0.1 $ 578.7 1.7 $ ( 48.4 ) $ 189.2 $ ( 8.6 ) $ 711.0 $ 73.1 $ 784.1

(See accompanying Notes to Consolidated Financial Statements)

ULTRA CLEAN HOLDINGS, INC.

INDEX TO NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Significant Accounting Policies

Business Combinations

Balance Sheet Information

Goodwill and Intangible Assets

Borrowing Arrangements

Income Tax es

Retirement Plans

Commitments and Contingencies

Stockholders’ Equity and Noncontrolling Interests

Employee Stock Plans

Revenue Recognition

Net Income ( Loss ) Per Share

Reportable Segments

Government Subsidies

Ultra Clean Holdings, Inc.

Notes to Consolidated Financial Statements

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Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation.

The Company’s Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation.

Noncontrolling interests

Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder.

The Company’s consolidated entities include partially-owned entities, which are Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, and Cinos Xian Clean Technology, Ltd.

(“Cinos China”), a Chinese entity that is majority owned by Cinos Korea.

The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements.

The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance.

Noncontrolling interests are recognized to reflect the portion of equity in the Company’s consolidated subsidiaries that is not attributable, directly or indirectly, to the controlling stockholder.

The Company’s consolidated entities include partially owned subsidiaries that provide outsourced cleaning and recycling of precision parts for the semiconductor industry through operating facilities in South Korea and China.

The ownership interests held by other parties in these subsidiaries are presented as noncontrolling interests in the accompanying Consolidated Financial Statements.

Net income (loss) attributable to noncontrolling interests is allocated based on the respective ownership interests and continues to be attributed even if such allocation results in a deficit noncontrolling interests balance.

The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers.

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Products and Services.

See Note 16 to the Company’s Consolidated Financial Statements.

See Note 15 of Notes to the Consolidated Financial Statements..

Foreign Currency Translation and Remeasurement

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Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses.

Translation gains and losses are recorded in accumulated other

comprehensive income (loss) (“AOCI”) within UCT stockholders’ equity.

For the Company’s foreign subsidiaries where the U.S.

Translation gains and losses are recorded in accumulated other comprehensive income (loss) (“AOCI”) within UCT stockholders’ equity.

For the Company’s foreign subsidiaries where

Dollar is the functional currency and functional currency differs from their local currency, any gains and losses resulting from the remeasurement of the assets and liabilities of these subsidiaries are recorded in other income (expense), net.

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The carrying values of cash and cash equivalents, accounts receivable, net, prepaid expenses and other current assets, accounts payable, accrued compensation and related benefits, and other current liabilities approximate their fair values due to their relatively short maturities as of December 26, 2025 and December 27, 2024.

Derivative Financial Instruments

The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months.

The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows.

The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value.

The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets.

Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value.

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Operating and finance leases with lease terms of greater than one year result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet.

ROU assets represent the Company’s right to use an underlying asset for the lease

term and lease liabilities represent its obligation to make lease payments arising from the lease.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term.

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Finite-lived intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated economic lives.

The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate that the carrying value exceeds their fair value, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2024 or 2023.

The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually in the fourth fiscal quarter and whenever events or changes in circumstances indicate that the carrying value exceeds their fair value, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

For further discussion of the Company’s goodwill and intangible assets see Note 5 of Notes to the Consolidated Financial Statements.

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Revenue Recognition

Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of control of the promised goods or services is transferred 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.

The Company performs the following five steps to determine when to recognize revenue:

(1) identification of the contract(s) with its customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied.

The Company infrequently sells certain finished goods inventory on a bill and hold basis.

The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the

Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

There were no significant bill and hold arrangements for fiscal year 2024, 2023 and 2022.

For further discussion of the Company’s revenue recognition see Note 12 of Notes to the Consolidated Financial Statements.

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Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive restricted stock using the treasury stock method, except when such shares are anti-dilutive.

In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units.

Under the treasury stock method, the assumed proceeds include the average unrecognized compensation expense of in-the-money stock options and restricted stock units.

This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards.

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Accounting Standards Recently Adopted

In November 2023, FASB issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU No.

2023-07”), which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The Company adopted ASU No.

2023-07 on December 27, 2024, with retrospective disclosure of prior periods presented.

There was no impact to its results of operations, cash flows and financial condition.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU No.

2023-09”), which amends the guidance in ASC 740, Income Taxes.

2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The Company will adopt ASU No.

2023-09 prospectively in its fiscal year 2025.

2023-09 enhances the transparency and usefulness of income tax disclosures by requiring consistent categories and greater disaggregation in the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction.

The ASU also includes other amendments aimed at improving the effectiveness of income tax disclosures.

The Company adopted ASU 2023-09 for the year ended December 26, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses (“ASU No.

2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions.

2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted.

The Company is evaluating the effect that ASU No.

2024-03 will have on its financial statement disclosures.

2024-03”) which requires entities to provide disaggregated disclosure of certain expense categories within relevant income statement captions, including, but not limited to, inventory purchases, employee compensation, depreciation, amortization, and depletion.

In January 2025, the FASB issued ASU No.

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

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.

The guidance is required to be applied prospectively, although retrospective application is permitted.

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 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.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (“ASU 2025-10”).

ASU 2025-10 establishes authoritative guidance on the accounting for government grants received by business entities, including recognition, measurement, presentation, and disclosure requirements.

Under the new guidance, a government grant should not be recognized until it is probable that the entity will both (i) comply with the conditions attached to the grant and (ii) receive the grant.

The ASU distinguishes between (a) grants related to assets and (b) grants related to income, and requires entities to apply either a deferred-income approach or a cost-accumulation approach for grants related to assets.

Grants related to income are to be recognized in

earnings on a systematic and rational basis over the periods in which the entity recognizes the related costs.

ASU 2025-10 also provides guidance on the accounting for forgivable loans, nonmonetary government grants, and repayments of previously recognized grants.

For public business entities, ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim periods within those fiscal years.

Early adoption is permitted.

The standard permits modified prospective, modified retrospective, or full retrospective adoption approaches.

The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 provides enhancements and clarifications to the existing interim reporting framework in Topic 270.

The amendments establish a comprehensive listing of required interim disclosures, clarify the applicability of interim reporting guidance, and improve navigability and consistency in interim reporting.

The ASU also introduces a new disclosure principle that requires entities to disclose events occurring after the end of the most recent annual period that have a material impact on the entity.

Additionally, the amendments clarify the types of interim financial statements subject to GAAP (including condensed statements) and provide presentation and content requirements for interim periods.

ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, for public business entities and after December 15, 2028, for all other entities.

Early adoption is permitted, and it may be applied prospectively or retrospectively to prior periods presented.

The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statement disclosures.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements (“ASU No.

2025-12”), which addresses stakeholder feedback and makes incremental improvements to U.S.

The amendments clarify, correct errors, and make minor improvements to the Accounting Standards Codification to enhance understandability and application.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company will adopt this guidance in fiscal 2027 and does not expect the adoption to have a material impact on its consolidated financial position, results of operations, or disclosures.

BUSINESS COMBINATIONS

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HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems.

The acquisition strengthens the Company's leadership in developing and supplying critical products to the semiconductor industry, and extends our reach into the sub-fab area.

The acquisition strengthened the Company's leadership in developing and supplying critical products to the semiconductor industry, and extended its reach into the sub-fab area.

The purchase price of HIS for purposes of the Company’s purchase price allocation was determined to be $ 73.6 million, which includes initial cash consideration of $ 46.5 million and the fair value of potential earn-out payments of approximately $ 27.1 million.

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The fair value of the potential earn-out payments was determined utilizing a Monte Carlo simulation model.

December 27, 2024, the estimated fair value of the earn-out payments was approximately $ 0.1 million.

The change in the accrual is due to lower-than-expected financial performance.

See Note 5 Fair Value for further discussion.

The Company has assigned the purchase price of HIS to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values.

The excess of purchase price over the aggregate fair value was recorded as goodwill.

Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce.

The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including a third-party analysis that was based upon estimates and assumptions provided by the Company.

These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist.

During the third quarter of fiscal year 2024, the Company completed the acquisition accounting and the valuation of the fair value of the assets acquired and the liabilities assumed.

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition, including all measurement period adjustments:

(In millions) Amount

Cash and cash equivalents $ 0.4

Accounts receivable 5.6

Inventories 11.4

Prepaid expenses and other assets 2.7

Property, plant and equipment 9.3

Purchased intangible assets 51.6

Operating lease right-of-use assets 7.5

Accounts payable ( 8.1 )

Accrued compensation and related benefits ( 0.7 )

Other current liabilities ( 0.9 )

Deferred tax liabilities ( 12.1 )

Operating lease liabilities ( 9.6 )

Total identifiable net assets $ 57.1

Goodwill 16.5

The following table summarizes the intangible assets acquired and the useful lives of these assets:

Life Purchased

(In years) (In millions)

Customer relationships 7 $ 35.2

IP knowhow 5 11.2

Developed technology 5 4.6

Backlog 1 0.6

Total purchased intangible assets $ 51.6

The results of operations for the Company for the year ended December 29, 2023 included operating activities for HIS since its acquisition date of October 25, 2023.

Pro forma and historical post-closing results of operations for the HIS acquisition were not material to the Company’s Consolidated Statements of Operations.

In addition, acquisition-related costs of $ 1.0 million and $ 4.7 million were included in the results of operations for the year ended December 27, 2024 and December 29, 2023, respectively.

As of December 26, 2025, the estimated fair value of the earn-out payments was zero.

See Note 4 of Notes to the Consolidated Financial Statements for further discussion.

The results of operations for the Company for the fiscal year ended December 29, 2023 included operating activities for HIS since its acquisition date of October 25, 2023.

The acquisition-related costs of $ 1.0 million and $ 4.7 million were included in the results of operations for the fiscal year ended December 27, 2024 and December 29, 2023, respectively.

Acquisition costs are included in general and administrative expenses in the Company’s consolidated results of operations.

BUSINESS DIVESTITURES

In 2022, the Company executed the sale of four of its non-semiconductor operating subsidiaries of Fluid Solutions.

Each of these entities was reported within the Products reportable segment.

The purpose of the divestitures was to allow the

Company to remain focused on its core semiconductor business.

As a result of these divestitures, the Company recorded a net loss of $ 77.4 million during fiscal year 2022, which was recorded in the Consolidated Statements of Operations.

The recorded net loss included the write-off of intangible assets, goodwill and net assets of $ 27.8 million, $ 19.7 million and $ 29.9 million, respectively.

Goodwill was allocated to the divestitures based on the relative fair value of each component in relation to its respective reporting unit.

See Note 6 Goodwill and Intangible Assets for further discussion.

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.

The Company did not receive any sale proceeds in excess of the fair value of factored receivables during the periods presented.

The Company had two receivables factoring arrangements during fiscal year 2025.

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

The second arrangement allowed factoring of up to $ 12.0 million of uncollected receivables originated within the EMEA and Asia Pacific regions and was cancelled in December 2025.

During fiscal year 2025, the Company received cash proceeds of $ 56.4 million and $ 11.6 million, respectively, from the sales of accounts receivables under these arrangements.

As of December 26, 2025, $ 17.1 million of receivables factored under these arrangements had been sold and removed from the Company’s Consolidated Balance Sheets.

Inventories consisted of the following:

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Total $ 390.9 $ 381.0

Property, plant and equipment, net

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

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* Lesser of estimated useful life or remaining lease term

In fiscal year 2025, the Company received an asset-related government grant of $ 2.9 million.

Capitalized interest was not significant for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023.

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Pension obligation $ 2.3 $ — $ — $ 2.3

Contingent earn-out $ 0.1 $ — $ — $ 0.1

Fair Value Measurement at

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Plan assets $ 0.1 $ — $ — $ 0.1

Other current liabilities:

Forward contracts $ 0.1 $ — $ 0.1 $ —

Other liabilities:

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Contingent earn-out $ 0.1 $ — $ — $ 0.1

The estimated fair value of foreign currency forward contracts is based upon quoted market prices obtained from independent pricing services for similar derivative contracts and these financial instruments are characterized as Level 2 assets in the fair value hierarchy.

The estimated fair value of pension obligation is based on expected years of service and average compensation.

The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners.

The valuation model used to value pension obligations utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners.

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

As of December 27, 2024, the Company's aggregate pension benefit obligations is $ 12.3 million and was exceeded by the fair value of the pension plan assets of $ 10.6 million, resulting in underfunded pension benefit obligations of $ 1.7 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.

The Company measures 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 include the forecasted operating profit of the acquired business during calendar year 2025.

As of December 26, 2025, the Company's aggregate pension benefit obligations are $ 15.2 million, exceeding the fair value of the pension plan assets of $ 13.6 million, resulting in underfunded pension benefit obligations of $ 1.6 million.

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

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 ended in calendar year 2025.

Significant increases or decreases to the forecasted results would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation.

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

In 2024 and 2023, the Company recorded $ 29.0 million gain and $ 2.0 million loss, respectively from changes in the fair value of contingent earn-out related to the acquisition of HIS.

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 .

In 2025 and 2024, the Company recorded a $ 0.1 million and $ 29.0 million gain, respectively, from changes in the fair value of contingent earn-out related to the acquisition of HIS.

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

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Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed.

To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test.

To test goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

The Company may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment test.

If, based on the qualitative assessment, the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test.

If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value.

A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value.

Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions.

Significant estimates include revenue growth rates and gross margins used to calculate projected future cash flows, discount rates, and future economic and market conditions.

A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value.

Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The process of evaluating the potential impairment of goodwill and intangible

assets requires significant judgment.

recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment.

The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

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 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.

In the fourth quarters of 2025 and 2024, the Company performed qualitative impairment assessments for each of the Company's reporting units.

The qualitative assessments indicated that it was more likely than not that the fair values of its reporting units exceeded its carrying value and, therefore, did not result in an impairment.

In connection with the divestiture of certain Fluid Solutions subsidiaries during fiscal year 2022, the Company wrote off goodwill and intangible assets of $ 19.7 million and $ 27.8 million, respectively.

Details of aggregate goodwill of the Company are as follows:

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Balance at December 29, 2023 $ 191.7 $ 73.5 $ 265.2

Acquisition of HIS 16.4 — 16.4

Balance at December 29, 2023 $ 191.7 $ 73.5 $ 265.2

HIS fair value adjustment 0.1 — 0.1

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

Impairment of goodwill ( 77.6 ) ( 73.5 ) ( 151.1 )

Balance at December 26, 2025 $ 114.2 $ — $ 114.2

Intangible Assets

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Developed technology 5 4.6 ( 2.0 ) 2.6 4.6 ( 1.1 ) 3.5

Backlog 1 0.6 ( 0.6 ) — 0.6 ( 0.3 ) 0.3

Total $ 375.0 $ ( 218.2 ) $ 156.8 $ 375.0 $ ( 190.1 ) $ 184.9

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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 $ 30.4 million for the year ended December 27, 2024, $ 24.1 million for the year ended December 29, 2023, and $ 30.0 million for the year ended December 30, 2022.

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 general and administrative expense.

As of December 27, 2024, future

estimated amortization expense is expected to be as follows:

Amortization expense was approximately $ 28.1 million for the fiscal year ended December 26, 2025, $ 30.4 million for the fiscal year ended December 27, 2024, and $ 24.1 million for the fiscal year ended December 29, 2023.

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

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

(In millions) Amortization

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BORROWING ARRANGEMENTS

On April 4, 2024, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022, June 29, 2023 and July 27, 2023 (the “Existing Credit Agreement”), and the Existing Credit Agreement as further amended by the Sixth Amendment, the “Credit Agreement”).

Pursuant to the Sixth Amendment, the Existing Credit Agreement was amended to, among other things, (i) extend the final maturity date of the term loan and revolving credit facilities under the Credit Agreement by 30 months;

(ii) reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum;

and (iii) increase the outstanding amount under the Term Loan of $ 475.4 million to $ 500 million.

On April 4, 2024, the Company entered into a Sixth Amendment to the Credit Agreement dated as of August 27, 2018.

The amendment (i) extended the maturity date of the term loan and revolving credit facilities by 30 months;

(ii) reduced the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum;

and (iii) increased the outstanding amount under the Term Loan of $ 475.4 million to $ 500 million.

The Sixth Amendment resulted in the receipts of an additional $ 67.7 million of debt, net of $ 1.1 million related lender fees from new or existing syndicate lenders which was offset by syndicate lenders who reduced their positions by $ 44.2 million.

The Company capitalized additional $ 2.5 million of costs related to this amendment and continued to defer previously capitalized costs of $ 5.2 million.

The Company expensed the third party transaction costs and the previously capitalized costs of extinguished debt of $ 3.6 million which was included in the other income (expense), net in the Consolidated Statements of Operations for the year ended December 27, 2024.

On October 8, 2024, the Company entered a Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement to further reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum.

On October 8, 2024, the Company entered into the Seventh Amendment, further reducing the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum.

This amendment did not modify the revolving credit facility.

On September 15, 2025, the Company entered into the Eighth Amendment, reducing the interest rate applicable to the term loan facility by an additional 0.50 % per annum.

This amendment did not modify the revolving credit facility.

The Term Loan 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 as of 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 as of September 15, 2025, with the remaining principal paid upon maturity.

The revolving credit facility has an available commitment of $ 150.0 million and a maturity date of August 27, 2027.

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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 equal to 2.5 % (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125 % of the undrawn and unexpired amount of each letter of credit.

The Company pays a quarterly fee in arrears equal 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 December 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.

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 “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin.

The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB (with a stable outlook) or higher from S&P, (x) 3.00 % for such Eurodollar term loans and (y) 2.00 % for such ABR term loans or (ii) at all other times, (x) 3.25 % for such Eurodollar term loans and (y) 2.25 % for such ABR term loans.

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 Eurodollar term 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.

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.

The applicable margin for the Term Loan is equal to a rate per annum equal to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 2.50 % for such Term SOFR loans and (y) 1.50 % for such ABR term loans or (ii) at all other times, (x) 2.75 % for such Term SOFR loans and (y) 1.75 % for such ABR term loans.

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 December 26, 2025, the Company had an outstanding amount under the Term Loan of $ 481.4 million, gross of unamortized debt issuance costs of $ 4.5 million.

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The Company was in compliance with all financial covenants as of the fiscal year ended December 26, 2025.

The Company has a credit agreement with a local bank in the Czechia that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $ 7.3 million).

As of December 27, 2024, no debt was outstanding under this revolving credit facility.

Fluid Solutions has a credit facility with a financial institution in Israel that provides borrowing up to $ 6.0 million.

As of December 27, 2024, Fluid Solutions had an $ 5.9 million outstanding balance under this facility with interest rate of 6.7 %.

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

As of December 26, 2025, the Company’s total bank debt was $ 476.9 million, net of unamortized debt issuance costs of $ 4.5 million.

As of December 27, 2024, the Company had $ 146.5 million, $ 0.1 million and $ 7.3 million available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

As of December 26, 2025, the Company had $ 146.6 million, $ 6.5 million and $ 5.0 million available to draw from its credit facilities in the U.S., Czechia and Israel, respectively.

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

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The provision for income taxes consisted of the following:

(In millions) December 27,

2024 December 29,

2023 December 30,

(In millions) December 26, 2025 December 27, 2024 December 29, 2023

Federal $ 2.2 $ ( 0.1 ) $ 0.1

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Total provision $ 25.9 $ 32.7 $ 10.9

Federal $ 1.5 $ 0.3 $ ( 9.3 )

State ( 1.0 ) 0.6 ( 1.2 )

Foreign 25.4 31.8 21.4

Total provision $ 25.9 $ 32.7 $ 10.9

The effective tax rate differs from the U.S.

federal statutory tax rate as follows:

December 27, 2024 December 29, 2023 December 30, 2022

December 26, 2025

Tax provision at the U.S.

federal statutory rate $ ( 30.6 ) 21.0 %

State and local income taxes, net of federal (national) income tax effect (1) ( 1.3 ) 0.9 %

Foreign tax effects

Withholding tax 4.9 ( 3.4 ) %

Other ( 0.4 ) 0.2 %

Czech Republic

Foreign exchange gain/(loss) ( 2.3 ) 1.6 %

Other 0.4 ( 0.3 ) %

Statutory tax rate difference between Israel and U.S.

( 1.9 ) 1.3 %

Tax incentive rate 3.0 ( 2.1 ) %

Goodwill impairment 17.9 ( 12.3 ) %

Other ( 1.0 ) 0.7 %

Malaysia Pioneer tax holiday incentive 2.1 ( 1.4 ) %

Deferred tax true up 1.8 ( 1.2 ) %

Change in valuation allowance ( 1.8 ) 1.2 %

Statutory tax rate difference between Singapore and U.S.

( 2.0 ) 1.4 %

Development and expansion incentive tax rate ( 2.2 ) 1.5 %

Other 0.7 ( 0.5 ) %

Other foreign jurisdictions 1.4 ( 1.0 ) %

Effect of cross-border tax laws

Global intangible low-taxed income 13.6 ( 9.3 ) %

Subpart F income 2.2 ( 1.5 ) %

Other 0.5 ( 0.3 ) %

R&D tax credit ( 1.1 ) 0.8 %

Changes in valuation allowances 10.7 ( 7.4 ) %

Non-taxable or non-deductible items

Equity Compensation 1.7 ( 1.2 ) %

Goodwill impairment 3.8 ( 2.6 ) %

Other 1.0 ( 0.7 ) %

Changes in unrecognized tax benefits 4.4 ( 3.0 ) %

Other Adjustments 0.4 ( 0.2 ) %

Effective Tax Rate $ 25.9 ( 17.8 ) %

(1) California makes up the majority (greater than 50 percent) of the state income tax expense.

December 27, 2024 December 29, 2023

Federal income tax provision at statutory rate 21.0 % 21.0 %

10 unchanged sentences

Effective Tax Rate 48.7 % ( 96.5 ) %

Income taxes paid are as follows ($ in millions):

(In millions) December 26, 2025

Federal $ 1.4

Czech Republic 11.6

Singapore 5.6

Foreign other 1.7

Total cash tax paid for income taxes (net of refunds) $ 42.0

Significant components of deferred tax assets and liabilities are as follows:

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Net deferred tax liabilities $ ( 10.3 ) $ ( 13.0 )

As of December 27, 2024, the Company had undistributed earnings of certain foreign subsidiaries of approximately $ 555.0 million that are considered indefinitely reinvested and on which we have not recognized deferred taxes.

As of December 26, 2025, the Company had undistributed earnings of foreign subsidiaries of approximately $ 596.7 million, approximately $ 577.3 million of which are considered indefinitely reinvested and on which we have not recognized deferred taxes.

It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed.

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The increase in the valuation allowance is primarily due to an increase in deferred tax assets attributable to U.S.

taxable losses

and additional capital losses recognized by one of our subsidiaries in Israel on its income tax return related to divestitures of certain of its subsidiaries.

limitations on the deductibility of interest expense.

The Company’s gross liability for unrecognized tax benefits as of December 26, 2025 and December 27, 2024 was $ 5.6 million and $ 2.3 million, respectively.

3 unchanged sentences

There are no penalties accrued within the liability for unrecognized benefits.

Although it is possible some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):

Balance as of December 31, 2022 $ 2.7

Increases related to prior year tax positions 0.1

Increases related to current year tax positions 0.3

Settlements ( 0.1 )

Balance at December 29, 2023 $ 2.9

Increases related to prior year tax positions 0.1

Increases related to current year tax positions 0.5

Settlement ( 0.1 )

Reduction due to lapse statute of limitations ( 1.2 )

Balance at December 27, 2024 $ 2.3

1 unchanged sentence

Increases related to current year tax positions 0.6

Reduction due to lapse statute of limitations ( 1.2 )

Settlements ( 1.0 )

Balance at December 26, 2025 $ 5.6

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RETIREMENT PLANS

Defined Benefit Plan

Defined Benefit Plans

Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement.

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The net period costs are recognized as employees render the services necessary to earn the postretirement benefits.

The Company records annual amounts relating to the pension plan based on calculations that incorporate various

actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates.

The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates.

The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so.

3 unchanged sentences

As of December 26, 2025, the underfunded balance of the plans of $ 1.6 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in the Consolidated Statement of Operations for the years ended December 27, 2024 and December 29, 2023 was $ 1.7 million and $ 1.9 million, respectively.

Amounts recognized in the Consolidated Statement of Operations for the years ended December 26, 2025 and December 27, 2024 were $ 2.1 million and $ 1.7 million, respectively.

The amount recognized in accumulated other comprehensive income was $ 0.2 million and $ 1.0 million for fiscal year ended December 26, 2025 and December 27, 2024, respectively.

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The Company leases real estate and equipment under various non-cancelable operating leases.

For additional information, see Note 14 of the Notes to the Consolidated Financial Statements.

For additional information, see Note 13 of Notes to the Consolidated Financial Statements.

Contingencies

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.

3 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 $ 150.0 million of the Company’s common stock over a three-year period.

In fiscal year 2025, the Company repurchased approximately 0.2 million shares under this program for an aggregate cost of $ 3.4 million and an average price of $ 18.64 per share.

No shares were repurchased under this program in fiscal year 2024.

In fiscal years 2023 and 2022, approximately 1.1 million and 0.3 million shares were repurchased under this program with an aggregate cost of $ 29.4 million and $ 12.1 million and an average price of $ 29.16 and $ 35.31 per share, respectively

In fiscal year 2023, approximately 1.1 million shares were repurchased under this program with an aggregate cost of $ 29.4 million and an average price of $ 29.16 per share.

As of December 26, 2025, 1.5 million shares had been repurchased under the program and they are held in treasury stock.

1 unchanged sentence

The Company may reissue these treasury shares as part of its stock-based compensation programs.

On October 23, 2025, the Board of Directors approved a renewal of the share repurchase program.

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

As of December 26, 2025, no shares had been repurchased under the renewed program.

Non-controlling Interests

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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 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.

EMPLOYEE STOCK PLANS

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The Company also grants common stock to its board members in the form of restricted stock awards (“RSAs”), which vest on the earlier of the next Annual Shareholder Meeting, or 365 days from date of grant.

The aggregate number of shares authorized for issuance under the plan is 12,555,695 .

The aggregate number of shares authorized for issuance under the plan is 12.6 million.

Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted.

The estimated fair value of the Company’s equity-based awards is amortized on a straight-line basis over the awards’ vesting period and is adjusted for performance as it relates to PSUs.

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

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

(In millions) December 26,

11 unchanged sentences

Restricted Stock Units, Performance Stock Units and Restricted Stock Awards

The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 27, 2024:

The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the fiscal year ended December 26, 2025:

Number of Shares Aggregate

8 unchanged sentences

Vested and expected to vest restricted stock units and restricted stock awards 1.6 $ 42.3

During the year ended December 27, 2024, the Company approved and granted 0.6 million RSUs to employees valued at $ 22.8 million with a weighted average grant date fair value of $ 40.83 per share.

During the year ended December 27, 2024, the Company also approved and granted 0.1 million PSUs valued at $ 5.3 million with a weighted average grant date fair value of $ 42.23 per share.

The total fair value of shares vested during the fiscal year 2024 was $ 17.5 million for RSUs and $ 0.7 million for PSUs.

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.

At the end of the three-year performance period, the total units earned, if any, are adjusted by applying two modifiers, each ranging from 25.0 % to ( 25.0 %)% based on (i) the Company’s relative total shareholder return (“TSR”) compounded annual growth rate (“CAGR”) which is based on the Company’s stock price changes relative to a group of peer companies and (ii) the “average annual difference in operating margin” is defined as non-GAAP operating margin divided by total revenue comparing the annual operating plan to actual results.

The TSR modifier is intended to ensure that there are limited or no payouts under the PSU program if the Company’s stock performance is significantly below the median TSR.

Where the financial goals have been met and where there has been strong relative TSR performance over the three-year performance period, the PSU program may provide substantial rewards to participants with a maximum payout of two times the initial PSU award.

During the fiscal year ended December 26, 2025, the Company approved and granted 1.0 million RSUs to employees, with a total grant date fair value of $ 23.4 million and a weighted average grant date fair value of $ 23.27 per share.

During the same period, the Company approved and granted 142 thousand PSUs, with a total grant date fair value of $ 3.4 million and a weighted average grant date fair value of $ 23.66 per share.The total fair value of shares vested during the fiscal year 2025 was $ 9.5 million for RSUs and no PSUs vested during the year.

During the fiscal year ended December 27, 2024, the Company approved and granted 0.6 million RSUs to employees, with a total grant date fair value of $ 22.8 million and a weighted average grant date fair value of 40.83 per share.

During the same period, the Company approved and granted 0.1 million PSUs, with a total grant date fair value of $ 5.3 million and a weighted average grant date fair value of $ 42.23 per share.

The total fair value of RSUs that vested during fiscal 2024 was $ 17.5 million, and the total fair value of PSUs that vested was $ 0.7 million.

Under the current PSU program, the number of PSUs earned and eligible to vest at the end of the performance period is determined based on the achievement of specified performance objectives.

Performance is measured over a three-year performance period and is evaluated on an annual basis.

The number of PSUs earned is calculated by applying performance results to the participant’s target award.

Performance is based on (i) the Company's average annual GAAP revenue goal attainment percentage, (ii) a relative total shareholder return (“TSR”) modifier percentage, and (iii) an average annual operating margin modifier percentage.

The relative TSR modifier is based on the Company’s stock price performance compared to a designated peer group, and the operating margin modifier reflects the average annual difference between non-GAAP operating margin achieved and the applicable operating plan.

The percentage of the target award earned may range from zero to 200 %, depending on the level of performance achieved and the impact of the applicable performance modifiers.

One-third of the target award is allocated to each year of the three-year performance period.

At the end of the three-year performance period, the total number of PSUs earned, if any, reflects the application of the performance formula to the target award, subject to a maximum payout cap of 200 % of the target PSUs granted.

Earned PSUs vest and are settled in shares of the Company’s common stock in accordance with the terms of the applicable award agreements.

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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Risk-free rate 3.8 % 4.8 % 3.9 %

In fiscal year 2024, the Company granted 25,529 common stock valued at $ 1.2 million with a weighted average date fair value of $ 46.17 per share to its board members under the 2003 Incentive Plan.

In fiscal year 2025, the Company granted 1,310 shares of common stock to a board member under the 2003 Incentive Plan, with a weighted average grant-date fair value of $ 24.96 per share.

The total fair value of shares vested during the fiscal year 2025 was $ 0.5 million for RSAs.

The total unamortized expense of the Company’s unvested RSAs as of December 27, 2024, is approximately $ 0.5 million.

There was no unamortized expense related to the Company’s unvested RSAs as of December 26, 2025.

Employee Stock Purchase Plan

1 unchanged sentence

The purchase price is 85 % of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

The aggregate number of shares authorized for issuance under the plan is 1,055,343 .

There were 79,072 shares issued under the ESPP during the year ended December 27, 2024.

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

There were 0.1 million shares issued under the ESPP during the fiscal year ended December 26, 2025.

The Company recorded $ 0.9 million, $ 0.7 million and $ 0.4 million of stock-based compensation expense related to ESPP for fiscal years 2025, 2024 and 2023, respectively.

4 unchanged sentences

Typical payment terms with our customers range from thirty to sixty days .

The Company’s Products business segment provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity.

Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty.

If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of revenues may be required in future periods.

The warranty reserve is included in other current liabilities on the Consolidated Balance Sheets and is not considered significant.

The Company’s products are manufactured and services provided at the Company's locations throughout the Americas, Asia Pacific and Europe and the Middle East (“EMEA”).

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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.

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

Certain services performed by the

Company related to products sold to customers are included in Products revenue in the Consolidated Statement of Operations.

Certain services performed by the Company related to products sold to customers are included in Products revenue in the Consolidated Statement of Operations.

These services are not material for any of the years 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 Kingdom and the Czechia.

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.

1 unchanged sentence

2025 December 27,

2024 December 29,

Singapore $ 754.0 $ 711.5 $ 608.7

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South Korea 112.6 103.0 94.2

Malaysia 78.2 50.4 21.8

Taiwan 58.7 82.4 71.3

2 unchanged sentences

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:

2024 2023 2022

2025 December 27,

2024 December 29,

Lam Research Corporation 37.0 % 31.9 % 34.0 %

2 unchanged sentences

Total 58.7 % 54.5 % 57.4 %

Three customers’ gross accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASML Holding NV were individually greater than 10.0% of gross accounts receivable as of December 27, 2024, in the aggregate approximately 41.9 % of the Company's total accounts receivable.

Two customers’ gross accounts receivable balances, Lam Research Corporation and Applied Materials, Inc.

were individually greater than 10.0% of gross accounts receivable as of December 29, 2023, in the aggregate approximately 26.8 % of accounts receivable.

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

As of December 26, 2025, gross accounts receivable from Lam Research Corporation exceeded 10% of the Company's total gross accounts receivable, representing approximately 17.1 % of the total.

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

The Company’s leases do not provide an implicit rate;

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Net income (loss) per share attributable to UCT — diluted $ ( 4.00 ) $ 0.52 $ ( 0.70 )

Potential common shares from employee stock plans totaling 1.4 million, nominal, and 1.1 million for the fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023, respectively, were excluded from the computation of diluted loss per share as their effect would have been antidilutive.

REPORTABLE SEGMENTS

3 unchanged sentences

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

In fiscal year 2024, the Company prepared financial results based on two operating segments (Products and Services) and two reportable segments (Products and Services).

In fiscal year 2023, the Company prepared financial results based on three operating segments (Products, Services, and HIS) and two reportable segments (Products and Services).

The Products and HIS operating segments were aggregated into the Products reportable segment.

During fiscal year 2024, the Company no longer reported discrete financial information related to the HIS operating segment to the Chief Executive Officer, and therefore, HIS no longer represented an operating segment.

In fiscal year 2025 and 2024, the Company prepared financial results based on two operating segments (Products and Services) and two reportable segments (Products and Services).

The following table describes each segment:

14 unchanged sentences

Cost of revenues:

Product $ 1,569.7 $ 1,290.5 $ 1,712.3

Products $ 1,547.0 $ 1,569.7 $ 1,290.5

Services 184.1 171.6 166.7

4 unchanged sentences

General and administrative 151.5 139.1 122.0

Impairment of goodwill 77.6 — —

Total Products operating expenses $ 298.5 $ 204.6 $ 181.2

2 unchanged sentences

General and administrative 34.5 40.4 40.0

Impairment of goodwill 73.5 — —

Total Services operating expenses 131.8 60.5 60.9

26 unchanged sentences

GOVERNMENT SUBSIDIES

In September 2021, the Company’s manufacturing operations in Singapore have been awarded a grant for up to $ 1.7 million from the Singapore Economic Development Board, which provides incentive grant payments for research and innovation scheme for the Company in Singapore.

In September 2021, the Company’s manufacturing operations in Singapore were awarded a grant of up to $ 1.7 million from the Singapore Economic Development Board, which provides incentive grant payments for research and innovation in Singapore.

Under this agreement, the Company recorded subsidies of $ 0.3 million in fiscal year 2025, $ 0.2 million in fiscal year 2024 and $ 0.8 million in fiscal year 2023.

These subsidies were recorded as an offset to cost of revenues and other operating expenses.

The Company also received unconditional subsidies of $ 0.4 million, $ 1.9 million and $ 1.0 million from the Chinese government during fiscal years 2024, 2023 and 2022, respectively.

The Company also received unconditional subsidies from the Chinese government of $ 2.3 million, $ 0.4 million and $ 1.9 million in fiscal years 2025, 2024 and 2023, respectively.

These subsidies were recognized as other income (expense), net in the Consolidated Statements of Operations.

In fiscal year 2025, the Company received an asset-related government grant of $ 2.9 million from the Israeli government, which was recorded as a reduction of the carrying amount of the related property, plant and equipment, and a grant of $ 0.4 million from the Irish government to support payroll expenses, which was recorded as an offset to cost of revenues and other operating expenses.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data