Ultra Clean Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firms (PCAOB ID: 238 and PCAOB ID: 23 ) 43 Consolidated Balance Sheets as of December 2 6 , 202 5 and December 2 7 , 202 4 47 Consolidated Statements of Operations for the years ended December 2 6 , 202 5 , December 27, 2024 and December 29, 2023 48 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 26, 2025, December 27, 2024 and December 29, 2023 49 Consolidated Statements of Cash Flows for the years ended December 26, 2025, December 27, 2024 and December 29, 2023 50 Consolidated Statements of Stockholders’ Equity for the years ended December 26, 2025, December 27, 2024 and December 29, 2023 52 Index to N otes to Consolidated Financial Statements 54 42 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ultra Clean Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting 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 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 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 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 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 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 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 43 Table of Contents Critical Audit Matters 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 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 44 Table of Contents the audit. 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 San Jose, California February 23, 2026 We have served as the Company’s auditor since 2024. 45 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Ultra Clean Holdings, Inc. Opinion on the Financial Statements 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements 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. 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. 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. We believe that our audit provides a reasonable basis for our opinion. /s/ Baker Tilly US LLP San Francisco, California March 6, 2024, except for Note 15 to the consolidated financial statements, as to which the date is February 25, 2025. We served as the Company’s auditor from 2015 to 2024. 46 Table of Contents Ultra Clean Holdings, Inc. Consolidated Balance Sheets December 26, 2025 December 27, 2024 (In millions, except par value) ASSETS Current assets: Cash and cash equivalents $ 311.8 $ 313.9 Accounts receivable, net of allowance for credit losses of $ 0.9 and $ 2.1 at December 26, 2025 and December 27, 2024, respectively 208.8 241.1 Inventories 390.9 381.0 Prepaid expenses and other current assets 48.2 34.1 Total current assets 959.7 970.1 Property, plant and equipment, net 324.6 325.9 Goodwill 114.2 265.3 Intangible assets, net 156.8 184.9 Deferred tax assets, net 3.5 3.1 Operating lease right-of-use assets 157.2 161.0 Other non-current assets 13.0 9.6 Total assets $ 1,729.0 $ 1,919.9 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Bank borrowings $ 9.9 $ 16.0 Accounts payable 194.9 212.5 Accrued compensation and related benefits 51.1 50.1 Operating lease liabilities 20.2 18.6 Other current liabilities 24.6 38.4 Total current liabilities 300.7 335.6 Bank borrowings, net of current portion 467.0 476.5 Deferred tax liabilities 13.8 16.1 Operating lease liabilities 156.6 149.2 Other liabilities 6.8 6.7 Total liabilities 944.9 984.1 Commitments and contingencies (See Note 9) Equity: UCT stockholders’ equity: Preferred stock — $ 0.001 par value, 10.0 shares authorized; none outstanding — — Common stock — $ 0.001 par value, 90.0 shares authorized; 47.2 and 46.6 shares issued and 45.5 and 45.1 shares outstanding at December 26, 2025 and December 27, 2024, respectively 0.1 0.1 Additional paid-in capital 578.7 558.4 Common shares held in treasury, at cost, 1.7 and 1.5 shares at December 26, 2025 and December 27, 2024, respectively ( 48.4 ) ( 45.0 ) Retained earnings 189.2 370.4 Accumulated other comprehensive loss ( 8.6 ) ( 10.3 ) Total UCT stockholders' equity 711.0 873.6 Noncontrolling interests 73.1 62.2 Total equity 784.1 935.8 Total liabilities and equity $ 1,729.0 $ 1,919.9 (See accompanying Notes to Consolidated Financial Statements) 47 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Operations Year Ended December 26, 2025 December 27, 2024 December 29, 2023 (In millions, except per share amounts) Revenues: Products $ 1,799.3 $ 1,853.7 $ 1,501.6 Services 254.7 243.9 232.9 Total revenues 2,054.0 2,097.6 1,734.5 Cost of revenues: Products 1,547.0 1,569.7 1,290.5 Services 184.1 171.6 166.7 Total cost revenues 1,731.1 1,741.3 1,457.2 Gross margin 322.9 356.3 277.3 Operating expenses: Research and development 32.0 28.3 28.3 Sales and marketing 61.2 57.3 51.8 General and administrative 186.0 179.5 162.0 Impairment of goodwill 151.1 — — Total operating expenses 430.3 265.1 242.1 Income (loss) from operations ( 107.4 ) 91.2 35.2 Interest income 3.9 4.8 4.1 Interest expense ( 38.3 ) ( 46.5 ) ( 48.8 ) Other income (expense), net ( 3.9 ) 17.7 ( 1.8 ) Income (loss) before provision for income taxes ( 145.7 ) 67.2 ( 11.3 ) Provision for income tax 25.9 32.7 10.9 Net income (loss) ( 171.6 ) 34.5 ( 22.2 ) Less: Net income attributable to noncontrolling interests 9.6 10.8 8.9 Net income (loss) attributable to UCT $ ( 181.2 ) $ 23.7 $ ( 31.1 ) Net income (loss) per share attributable to UCT common stockholders: Basic $ ( 4.00 ) $ 0.53 $ ( 0.70 ) Diluted $ ( 4.00 ) $ 0.52 $ ( 0.70 ) Shares used in computing net income (loss) per share: Basic 45.3 44.9 44.7 Diluted 45.3 45.3 44.7 (See accompanying Notes to Consolidated Financial Statements) 48 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended December 26, 2025 December 27, 2024 December 29, 2023 (In millions) Net income (loss) $ ( 171.6 ) $ 34.5 $ ( 22.2 ) Other comprehensive income (loss): Change in cumulative translation adjustment, net of tax 3.3 ( 11.3 ) 1.5 Change in pension net actuarial gain (loss), net of tax ( 0.2 ) ( 1.0 ) 0.4 Change in fair value of derivatives, net of tax — — ( 0.4 ) Total other comprehensive income (loss) 3.1 ( 12.3 ) 1.5 Comprehensive income (loss) ( 168.5 ) 22.2 ( 20.7 ) Comprehensive income, attributable to noncontrolling interests ( 11.0 ) ( 4.4 ) ( 9.4 ) Comprehensive income (loss) attributable to UCT $ ( 179.5 ) $ 17.8 $ ( 30.1 ) (See accompanying Notes to Consolidated Financial Statements) 49 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Cash Flows Year Ended December 26, 2025 December 27, 2024 December 29, 2023 (In millions) Cash flows from operating activities: Net income (loss) $ ( 171.6 ) $ 34.5 $ ( 22.2 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 47.9 45.7 37.6 Amortization of intangible assets 28.1 30.4 24.1 Stock-based compensation 19.2 17.4 12.1 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 ) Change in the fair value of financial instruments ( 0.1 ) ( 29.2 ) 1.7 Deferred income taxes ( 2.7 ) ( 3.0 ) ( 12.4 ) Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable 32.3 ( 60.3 ) 78.5 Inventories ( 9.9 ) ( 6.5 ) 80.8 Prepaid expenses and other current assets ( 8.3 ) ( 3.2 ) 12.5 Other non-current assets ( 1.9 ) 1.3 — Accounts payable ( 17.6 ) 26.4 ( 61.5 ) Accrued compensation and related benefits 1.0 2.4 ( 5.6 ) Income taxes payable ( 13.5 ) 1.0 ( 5.2 ) Operating lease assets and liabilities 12.9 2.6 0.4 Other liabilities ( 4.7 ) 1.3 ( 7.9 ) Net cash provided by operating activities 65.6 65.0 135.9 Cash flows from investing activities: Purchases of property, plant and equipment ( 50.3 ) ( 63.5 ) ( 75.8 ) Acquisition of businesses, net of cash acquired — — ( 46.1 ) Other investing activities 3.3 — 2.2 Net cash used in investing activities ( 47.0 ) ( 63.5 ) ( 119.7 ) Cash flows from financing activities: Proceeds from bank borrowings 59.3 67.7 — Extinguishment of bank borrowings ( 59.3 ) ( 44.2 ) — Proceeds from issuance of common stock 2.2 2.0 0.8 Principal payments on bank borrowings ( 18.2 ) ( 10.2 ) ( 38.6 ) Payment of debt issuance costs ( 0.6 ) ( 2.5 ) ( 0.3 ) Employees’ taxes paid upon vesting of restricted stock units ( 1.1 ) ( 2.5 ) ( 2.2 ) Payments of dividends to a joint venture shareholder ( 0.1 ) ( 0.5 ) ( 0.2 ) Repurchase of shares ( 3.4 ) — ( 29.4 ) Net cash provided by (used in) financing activities ( 21.2 ) 9.8 ( 69.9 ) Effect of exchange rate changes on cash and cash equivalents 0.5 ( 4.4 ) 1.9 Net increase (decrease) in cash and cash equivalents ( 2.1 ) 6.9 ( 51.8 ) Cash and cash equivalents at beginning of period 313.9 307.0 358.8 50 Table of Contents Cash and cash equivalents at end of period $ 311.8 $ 313.9 $ 307.0 Supplemental cash flow information: Income taxes paid, net of income tax refunds $ 42.0 $ 34.3 $ 31.2 Interest paid $ 39.7 $ 40.4 $ 44.8 Non-cash investing and financing activities: Property, plant and equipment purchased included in accounts payable and other liabilities $ 3.0 $ 2.9 $ 9.7 Fair value of HIS earn-out at acquisition date $ — $ — $ 27.1 (See accompanying Notes to Consolidated Financial Statements) 51 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Stockholders’ Equity Common Stock Treasury shares (In millions) Shares Amount Additional Paid-in Capital Shares Amount Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity of UCT Noncontrolling Interests Total Equity 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 Shares transfer to employee stock plans — — ( 0.5 ) — — — — — — Repurchase of shares ( 1.1 ) — — 1.1 ( 29.6 ) — — ( 29.6 ) — ( 29.6 ) Stock-based compensation expense — 12.1 — — — — 12.1 — 12.1 Employees’ taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.2 ) — — — — ( 2.2 ) — ( 2.2 ) Dividend payments to a joint venture shareholder — — — — — — — — ( 0.2 ) ( 0.2 ) Net income (loss) — — — — — ( 31.1 ) — ( 31.1 ) 8.9 ( 22.2 ) Other comprehensive income — — — — — — 1.0 1.0 0.5 1.5 Balance December 29, 2023 44.6 $ 0.1 541.5 1.5 $ ( 45.0 ) $ 346.7 $ ( 4.4 ) $ 838.9 $ 58.3 $ 897.2 Issuance under employee stock plans 0.6 — 2.0 — — — — 2.0 — 2.0 Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.5 ) — — — — ( 2.5 ) — ( 2.5 ) Stock-based compensation expense — — 17.4 — — — — 17.4 — 17.4 Net income — — — — — 23.7 — 23.7 10.8 34.5 Dividend payments to a joint venture shareholder — — — — — — — — ( 0.5 ) ( 0.5 ) Other comprehensive loss — — — — — — ( 5.9 ) ( 5.9 ) ( 6.4 ) ( 12.3 ) 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 52 Table of Contents (See accompanying Notes to Consolidated Financial Statements) 53 Table of Contents ULTRA CLEAN HOLDINGS, INC. INDEX TO NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 1. Organization and Significant Accounting Policies 55 2. Business Combinations 61 3. Balance Sheet Information 61 4. Fair Value 62 5. Goodwill and Intangible Assets 63 6. Borrowing Arrangements 65 7. Income Tax es 66 8. Retirement Plans 71 9. Commitments and Contingencies 72 10. Stockholders’ Equity and Noncontrolling Interests 72 11. Employee Stock Plans 73 12. Revenue Recognition 75 13. Leases 76 14. Net Income ( Loss ) Per Share 77 15. Reportable Segments 78 16. Government Subsidies 80 54 Table of Contents Ultra Clean Holdings, Inc. Notes to Consolidated Financial Statements 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules, sub-fab process equipment support racks, as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets. Fiscal Year The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. Principles of 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 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. Segments 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. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company operates in two reportable segments: Products and Services. See Note 15 of Notes to the Consolidated Financial Statements.. Foreign Currency Translation and Remeasurement As of December 26, 2025, the functional currency of the Products business’ foreign subsidiaries is the U.S. Dollar except for the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”) in the United Kingdom and Netherlands, which is the local currency. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar. For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. 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 55 Table of Contents the U.S. 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. Use of Estimates The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include, but not limited to, inventory valuation, accounting for income taxes, business combinations, contingent earn-out liabilities, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. Cash and Cash Equivalents The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally. Accounts Receivable The majority of our accounts receivable are derived from sales to large multinational semiconductor capital equipment manufacturers throughout the world, are recorded at their invoiced amount, and do not bear interest. Allowance for Expected Credit Losses The Company maintains an allowance for expected losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for expected credit losses based on a combination of factors. In circumstances where specific invoices are deemed uncollectible, the Company provides a specific allowance against the amount due to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company also provides allowances based on its write-off history. Provision for credit loss was not material for fiscal years ended December 26, 2025, December 27, 2024 and December 29, 2023. Concentration of Credit Risk Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. Cash is placed on deposit at large global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances. Fair Value of Measurements The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities and pension obligation at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. 56 Table of Contents 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. Inventories Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. 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. Inherent in the estimates of market value are management’s estimates related to economic trends 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 it 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. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. For further discussion of the Company’s inventories see Note 3 of Notes to the Consolidated Financial Statements. Property, Plant and Equipment Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Direct costs incurred to develop software for internal use are capitalized. Costs related to the design or maintenance of internal use software are expensed as incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. For further discussion of the Company’s property, plant and equipment see Note 3 of Notes to the Consolidated Financial Statements. Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal years 2025, 2024 and 2023, the Company assessed the carrying value of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. 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. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings. 57 Table of Contents The operating lease ROU asset also includes any lease payments made in advance and is reduced by any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets and in operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 26, 2025 and December 27, 2024 were not significant. For further discussion of the Company’s leases see Note 13 of Notes to the Consolidated Financial Statements. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if indicators of potential impairment exist. 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 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. Deferred Debt Issuance Costs Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. Defined Benefit Pension Plan The Company has several noncontributory defined benefit pension plans covering substantially all of the employees of two of its foreign entities upon termination of their employee services. The benefits for these plans are based on expected years of service and average compensation. 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 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. The effect of modifications to those assumptions is recorded in accumulated other comprehensive gain (loss) and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. For further discussion of the Company’s defined benefit pension plan see Note 8 of Notes to the Consolidated Financial Statements. Revenue Recognition 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 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. For further discussion of the Company’s revenue recognition see Note 12 of Notes to the Consolidated Financial Statements. Shipping and Handling Costs Shipping and handling costs are included as a component of cost of revenues. Research and Development Costs Research and development costs are expensed as incurred. 58 Table of Contents Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units (“PSUs”) and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. Forfeitures are recognized as they occur. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. For further discussion of the Company’s employee stock plans see Note 11 of Notes to the Consolidated Financial Statements. Government Subsidies Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as a reduction of that expense on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received. For further discussion of the Company’s government subsidies see Note 16 of Notes to the Consolidated Financial Statements. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred. For further discussion of the Company’s income taxes see Note 7 of Notes to the Consolidated Financial Statements. Net Income (Loss) per Share Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. 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. 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. For further information of the Company’s income per share see Note 14 of Notes to Consolidated Financial Statements. 59 Table of Contents Business Combinations The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements. Accounting Standards Recently Adopted 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”). ASU No. 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. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU No. 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. 2025-05”). 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. 2025-06”). 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 60 Table of Contents 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. GAAP. 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. 2. BUSINESS COMBINATIONS On October 25, 2023, the Company acquired 100 % of the shares of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. 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 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. These potential earn-out payments represent up to $ 70.0 million of cash consideration that may be payable based on the financial performance of the acquired business during the fiscal years 2023, 2024, and 2025. The fair value of the potential earn-out payments was determined utilizing a Monte Carlo simulation model. 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. 3. 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. 61 Table of Contents 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 Inventories consisted of the following: (In millions) December 26, 2025 December 27, 2024 Raw materials $ 208.3 $ 195.4 Work in process 148.4 130.8 Finished goods 34.2 54.8 Total $ 390.9 $ 381.0 Property, plant and equipment, net Property, plant and equipment, net, consisted of the following: (In millions) Useful Life (In years) December 26, 2025 December 27, 2024 Land n/a $ 5.9 $ 5.7 Buildings 50 54.3 52.2 Leasehold improvements * 148.1 138.7 Machinery and equipment 5 - 10 236.8 222.4 Computer equipment and software 3 - 10 95.9 78.2 Furniture and fixtures 5 4.2 4.8 545.2 502.0 Accumulated depreciation ( 243.0 ) ( 214.0 ) Construction in progress 22.4 37.9 Total $ 324.6 $ 325.9 * 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. 4. FAIR VALUE The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Reporting Date Using Description December 26, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 0.7 $ — $ — $ 0.7 Other liabilities: Pension obligation $ 2.3 $ — $ — $ 2.3 62 Table of Contents Fair Value Measurement at Reporting Date Using Description December 27, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 0.1 $ — $ — $ 0.1 Other liabilities: Pension obligation $ 1.7 $ — $ — $ 1.7 Contingent earn-out $ 0.1 $ — $ — $ 0.1 The estimated fair value of pension obligation is based on expected years of service and average compensation. 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 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. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. 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 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. There were no transfers in or out of any level during the fiscal year ended December 26, 2025 or December 27, 2024. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. 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 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 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 63 Table of Contents 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. Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total 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 Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable and evaluates indefinite-lived intangible asset for impairment annually, or more frequently if indicators of potential impairment exist. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Details of intangible assets were as follows: As of December 26, 2025 As of December 27, 2024 (Dollars in millions) Useful Life (In years) Gross Carrying Amount Accumulated Amortization Carrying Value Gross Carrying Amount Accumulated Amortization Carrying Value Customer relationships 6 - 10 $ 207.2 $ ( 135.6 ) $ 71.6 $ 207.2 $ ( 117.4 ) $ 89.8 Recipes 20 73.2 ( 26.8 ) 46.4 73.2 ( 23.2 ) 50.0 Intellectual property/knowhow 7 - 15 48.9 ( 27.2 ) 21.7 48.9 ( 22.8 ) 26.1 Tradename 4 - 6 * 32.5 ( 23.4 ) 9.1 32.5 ( 22.9 ) 9.6 Standard operating procedures 20 8.6 ( 3.2 ) 5.4 8.6 ( 2.7 ) 5.9 Developed technology 5 4.6 ( 2.0 ) 2.6 4.6 ( 1.1 ) 3.5 Total $ 375.0 $ ( 218.2 ) $ 156.8 $ 375.0 $ ( 190.1 ) $ 184.9 * The Company concluded that the asset life of UCT tradename of $ 9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 64 Table of Contents 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 $ 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 Expense 2026 $ 27.2 2027 26.9 2028 23.8 2029 16.2 2030 15.3 Thereafter 38.4 Total $ 147.8 6. BORROWING ARRANGEMENTS 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 fiscal year ended December 27, 2024. 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 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. The Company pays a quarterly commitment fee in arrears equal to 0.25 % of the average daily available commitment outstanding. Outstanding letters of credit reduce the availability of the revolving credit facility and, as of December 26, 2025, the Company had $ 146.6 million, net of $ 3.4 million of outstanding letters of credit, available under this revolving credit facility. The letter of credit facility has an available commitment of $ 50.0 million and a maturity date of August 27, 2027. The Company pays a quarterly fee in arrears 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 “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 65 Table of Contents 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. As of December 26, 2025, the interest rate on the outstanding Term Loan was 6.7 %. The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio and a consolidated leverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter. The Company currently has no revolving loans outstanding under the Credit Agreement. The Company was in compliance with all financial covenants as of the fiscal year ended December 26, 2025. 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 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. The Company’s carrying value approximates fair value for the Company’s long term-debt. As of December 26, 2025, the Company’s future debt principal payment obligations for the respective fiscal years were as follows: (In millions) Debt (Principal only) 2026 $ 12.1 2027 12.1 2028 457.2 Total $ 481.4 7. INCOME TAXES Income before provision for income taxes was generated from the following geographic areas: Year Ended (In millions) December 26, 2025 December 27, 2024 December 29, 2023 United States $ ( 175.2 ) $ ( 106.4 ) $ ( 133.5 ) Foreign 29.5 173.6 122.2 Total pretax income $ ( 145.7 ) $ 67.2 $ ( 11.3 ) 66 Table of Contents The provision for income taxes consisted of the following: Year Ended (In millions) December 26, 2025 December 27, 2024 December 29, 2023 Current: Federal $ 2.2 $ ( 0.1 ) $ 0.1 State 0.6 0.5 0.3 Foreign 25.8 35.1 22.7 Total current 28.6 35.5 23.1 Deferred: Federal ( 0.7 ) 0.4 ( 9.4 ) State ( 1.6 ) 0.1 ( 1.5 ) Foreign ( 0.4 ) ( 3.3 ) ( 1.3 ) Total deferred ( 2.7 ) ( 2.8 ) ( 12.2 ) 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: 67 Table of Contents Year Ended 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 China 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 ) % Israel 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 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 % Singapore 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 ) % Tax credits 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. 68 Table of Contents Year Ended December 27, 2024 December 29, 2023 Federal income tax provision at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit ( 8.1 ) % 48.5 % Effect of foreign operations ( 11.0 ) % 21.5 % Change in valuation allowance 37.4 % ( 34.0 ) % Foreign income inclusions 18.9 % ( 141.2 ) % Nondeductible executive compensation 1.4 % ( 7.0 ) % Stock-based compensation ( 0.5 ) % ( 3.7 ) % Acquisition related expenses ( 9.1 ) % ( 8.0 ) Tax credits ( 0.7 ) % 6.2 % Tax reserves ( 1.5 ) % ( 0.1 ) % Other 0.9 % 0.3 % Effective Tax Rate 48.7 % ( 96.5 ) % Income taxes paid are as follows ($ in millions): Year Ended (In millions) December 26, 2025 Federal $ 1.4 State 0.5 Foreign Czech Republic 11.6 China 14.0 Singapore 5.6 Korea 4.6 Israel 2.6 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: 69 Table of Contents Year Ended (In millions) December 26, 2025 December 27, 2024 Deferred tax assets: Interest expense limitation $ 44.8 $ 39.5 Operating lease liabilities 27.7 28.3 Tax loss carryforwards 39.5 40.4 Capitalized research and development costs 9.1 12.5 Inventory valuation and basis difference 6.8 7.4 Accruals 4.2 4.6 Tax credits 7.5 6.5 Other timing differences 6.2 8.2 145.8 147.4 Valuation allowance ( 104.2 ) ( 96.3 ) Total deferred tax assets 41.6 51.1 Deferred tax liabilities: Goodwill ( 10.1 ) ( 21.7 ) Operating lease right-of-use assets ( 25.4 ) ( 27.2 ) Intangibles ( 7.6 ) ( 9.6 ) Depreciation ( 6.6 ) ( 3.6 ) Other ( 2.2 ) ( 2.0 ) Total deferred tax liabilities ( 51.9 ) ( 64.1 ) Net deferred tax liabilities $ ( 10.3 ) $ ( 13.0 ) 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. For undistributed earnings of foreign subsidiaries which are not considered indefinitely reinvested deferred taxes have been accrued. As of December 26, 2025, a valuation allowance of $ 104.2 million was established for deferred tax assets related to U.S. federal and state assets and certain foreign assets. For fiscal 2025, the valuation allowance increased by $ 7.9 million. The increase in the valuation allowance is primarily due to an increase in deferred tax assets attributable to U.S. 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. If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $ 1.0 million as of December 26, 2025 ($ 1.4 million as of December 27, 2024) and a reduction in the effective tax rate. Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Consolidated Statements of Operations. Interest related to uncertain tax positions for the periods ended December 26, 2025, December 27, 2024 and December 29, 2023, was not material. There are no penalties accrued within the liability for unrecognized benefits. 70 Table of Contents 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 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 Reduction due to lapse statute of limitations ( 1.2 ) Balance at December 27, 2024 $ 2.3 Increases related to prior year tax positions 3.7 Increases related to current year tax positions 0.6 Settlements ( 1.0 ) Balance at December 26, 2025 $ 5.6 As of December 26, 2025, the Company had U.S. federal, state and foreign net operating loss carryforwards (“NOLs”) of approximately $ 34.3 million, $ 197.8 million and $ 32.1 million, respectively. The Company's U.S. valuation allowance includes the deferred tax asset on the NOL carryforwards. The U.S. federal NOL’s can be carried forward indefinitely. The state NOLs begin expiring after 2029 and the foreign NOLs begin expiring after 2026. The Company also had federal tax credit carryforwards of approximately $ 7.1 million which expire in various years from fiscal 2028 through 2045. As of December 26, 2025, the Company had a foreign capital loss carryforward of approximately $ 56.4 million which can be carried forward indefinitely. The Company’s foreign valuation allowance includes the deferred tax asset on the capital loss carryforward. The Company files federal, state and foreign income tax returns in several U.S. and foreign jurisdictions. The federal statute of limitation has closed for years prior to 2022. State statutes of limitation are generally closed for years prior to 2021. The statute of limitation for significant foreign jurisdictions has closed for years prior to 2021. The Company is operating under a Development and Expansion Incentive (“DEI”) in Singapore that is in effect through 2028. The DEI reduces the local tax on certain Singapore income from a statutory rate of 17% to 5% until December 31, 2025 and 6% from 2026 through 2028. The Company has also been granted a tax holiday in Malaysia, subject to certain conditions. The Malaysia tax holiday period which provides a zero rate of tax on qualifying income commenced in fiscal year 2022 and is effective through February 28, 2037. The tax holidays in Singapore and Malaysia are conditional upon meeting certain employment and investment thresholds. The Singapore DEI decreased foreign taxes by $ 2.4 million, $ 5.4 million, and $ 4.1 million for fiscal years 2025, 2024 and 2023, respectively. The tax benefit of the Singapore DEI on net income per share (diluted) was approximately $ 0.05 , $ 0.12 and $ 0.09 in fiscal years 2025, 2024 and 2023, respectively. The benefit of the tax holiday in Malaysia is zero for fiscal years 2025, 2024 and 2023 due to losses incurred in these years. 8. RETIREMENT PLANS Defined Benefit Plans Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The Company's entities in Israel also have noncontributory defined benefit pension plans covering their employees upon their retirement. The benefits for these plans are based on expected years of service and average compensation. 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 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. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions. As of December 26, 2025, the benefit obligation of the plans was $ 15.2 million and the fair value of the benefit plan assets was $ 13.6 million which are invested in several fixed deposit accounts with financial institutions. 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. 71 Table of Contents 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. The Company and its subsidiaries contributed $ 2.3 million and $ 1.0 million during the fiscal year ended December 26, 2025 and December 27, 2024, respectively. As of December 26, 2025, the Company’s future payment obligations for the respective fiscal years are as follows: (In millions) 2026 $ 2.1 2027 1.9 2028 2.9 2029 1.5 2030 1.4 Thereafter 12.8 Total $ 22.6 Employee Savings and Retirement Plan The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all U.S. employees who meet certain eligibility requirements. Participants can elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25 % of their salary to a maximum of the IRS limit. The Company matches 50 % of each employee's contribution up to a maximum of 6 % of the employee's eligible earnings. The Company made discretionary employer contributions of approximately $ 3.8 million, $ 3.5 million and $ 3.2 million to the 401(k) Plan in 2025, 2024 and 2023, respectively. 9. COMMITMENTS AND CONTINGENCIES Commitments The Company leases real estate and equipment under various non-cancelable operating leases. 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. Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. 10. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS Treasury Stock 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 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. The Company records treasury stock using the cost method. 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. 72 Table of Contents Non-controlling Interests The Company owns part of the outstanding shares of 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 through a partial interest in Cinos China. 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. 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. 11. EMPLOYEE STOCK PLANS Employee Stock Plans The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years , subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. 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 12.6 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 expense included in the Consolidated Statements of Operations: Year Ended (In millions) December 26, 2025 December 27, 2024 December 29, 2023 Cost of revenues (1) $ 1.4 $ 1.6 $ 1.3 Research and development 0.5 0.3 0.3 Sales and marketing 1.7 1.9 1.5 General and administrative 15.6 13.6 9.0 Total stock-based compensation $ 19.2 $ 17.4 $ 12.1 _____________________________________________________________________________________ (1) Stock-based compensation expenses capitalized in inventory for fiscal years 2025, 2024 and 2023 were immaterial. As of December 26, 2025, there was $ 29.1 million of unrecognized compensation cost related to employee awards which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.9 years, and will be adjusted for subsequent changes in future grants. For each of the fiscal years ended 2025, 2024 and 2023, vested shares of 0.1 million were withheld to satisfy withholding tax obligations, resulting in the net issuance of 0.4 million, 0.5 million and 0.5 million shares, respectively. 73 Table of Contents Restricted Stock Units, Performance Stock Units and Restricted Stock Awards The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the fiscal year ended December 26, 2025: Number of Shares Aggregate Intrinsic Value (In millions) Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Granted 0.7 Vested ( 0.5 ) Forfeited ( 0.2 ) Unvested restricted stock units and restricted stock awards at December 27, 2024 1.4 $ 52.0 Granted 1.2 Vested ( 0.5 ) Forfeited ( 0.5 ) Unvested restricted stock units and restricted stock awards at December 26, 2025 1.6 $ 42.3 Vested and expected to vest restricted stock units and restricted stock awards 1.6 $ 42.3 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. In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan. Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. For the PSU 74 Table of Contents awards, the Company used the following inputs for the Monte Carlo simulation: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Stock price $ 22.17 $ 40.82 $ 28.19 Term 2.69 years 2.68 years 2.68 years Expected volatilities 53.9 % 50.6 % 57.4 % Risk-free rate 3.8 % 4.8 % 3.9 % 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. There was no unamortized expense related to the Company’s unvested RSAs as of December 26, 2025. Employee Stock Purchase Plan The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. 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 1.1 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. 12. REVENUE RECOGNITION Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated and therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty to sixty days . 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”). Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. Accruals for unpaid customer rebates of $ 1.9 million and $ 2.3 million as of December 26, 2025 and December 27, 2024, respectively, were netted against accounts receivable. 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. 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, Czechia, Israel, Malaysia, Singapore, South Korea, Taiwan, and the 75 Table of Contents United Kingdom. Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed. The following table sets forth revenue by geographic area (in millions): Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Singapore $ 754.0 $ 711.5 $ 608.7 United States 495.4 566.5 526.8 Austria 221.5 178.4 124.9 China 143.1 214.7 118.1 South Korea 112.6 103.0 94.2 Malaysia 78.2 50.4 21.8 Taiwan 58.7 82.4 71.3 Others 190.5 190.7 168.7 Total $ 2,054.0 $ 2,097.6 $ 1,734.5 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: Year Ended December 26, 2025 December 27, 2024 December 29, 2023 Lam Research Corporation 37.0 % 31.9 % 34.0 % Applied Materials, Inc. 21.7 22.6 23.4 Total 58.7 % 54.5 % 57.4 % 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. 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 accounts receivable. 13. LEASES 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; thus, the Company uses an estimated incremental borrowing rate in determining the present value of lease payments. Renewal options are typically solely at our discretion and are only included within the lease obligation and right-of-use asset when we are reasonably certain that the renewal options would be exercised. The components of lease expense were summarized as follows: Year Ended (Dollars in millions) December 26, 2025 December 27, 2024 Operating lease cost $ 32.3 $ 32.1 Short-term lease cost 2.9 2.5 Sublease income ( 1.0 ) ( 0.8 ) Total lease cost $ 34.2 $ 33.8 Operating cash flows used in operating leases $ 30.0 $ 29.9 Weighted-average remaining lease term – operating leases 9.2 years 9.8 years Weighted-average discount rate – operating leases 7.3 % 7.2 % 76 Table of Contents Future minimum payments under operating leases as of December 26, 2025 were summarized as follows: (In millions) Operating Leases 2026 $ 32.2 2027 31.2 2028 26.9 2029 24.4 2030 21.3 Thereafter 111.8 Total minimum lease payments 247.8 Less: imputed interest ( 71.0 ) Lease liability $ 176.8 14. NET INCOME (LOSS) PER SHARE The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share: Year Ended (In millions, except share amounts) December 26, 2025 December 27, 2024 December 29, 2023 Numerator: Net income (loss) attributable to UCT $ ( 181.2 ) $ 23.7 $ ( 31.1 ) Denominator: Shares used in computation — basic: Weighted average common shares outstanding 45.3 44.9 44.7 Shares used in computation — diluted: Weighted average common shares outstanding 45.3 44.9 44.7 Dilutive effect of common shares outstanding subject to repurchase — 0.4 — Shares used in computing diluted net income (loss) per share 45.3 45.3 44.7 Net income (loss) per share attributable to UCT — basic $ ( 4.00 ) $ 0.53 $ ( 0.70 ) 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. 77 Table of Contents 15. REPORTABLE SEGMENTS The Company’s Chief Executive Officer is the Company's chief operating decision maker (CODM). The CODM primarily uses income from operations to evaluate each segment's performance and allocate resources, primarily through periodic budgeting and segment performance reviews. Significant expenses within segment operating profit include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations. The Company’s reportable segments are determined based on the nature of their revenue streams and the Company’s internal organization structure. 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: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Weldments Machining Fabrication Semiconductor Americas Asia Pacific EMEA Services Cleaning Coating Analytics Semiconductor Americas Asia Pacific EMEA The CODM uses segment operating profit or loss to evaluate performance and to allocate capital resources. Segment operating profit or loss is defined as a segment’s income or loss from continuing operations before interest and other income (expense), net and provision for income taxes. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. Year Ended (In millions) December 26, 2025 December 27, 2024 December 29, 2023 Revenues: Products $ 1,799.3 $ 1,853.7 $ 1,501.6 Services 254.7 243.9 232.9 Total segment revenues $ 2,054.0 $ 2,097.6 $ 1,734.5 Cost of revenues: Products $ 1,547.0 $ 1,569.7 $ 1,290.5 Services 184.1 171.6 166.7 Total segment cost of revenues $ 1,731.1 $ 1,741.3 $ 1,457.2 78 Table of Contents Operating expenses: Products Research and development $ 21.3 $ 18.8 $ 17.8 Sales and marketing 48.1 46.7 41.4 General and administrative 151.5 139.1 122.0 Impairment of goodwill 77.6 — — Total Products operating expenses $ 298.5 $ 204.6 $ 181.2 Services Research and development $ 10.7 $ 9.5 $ 10.5 Sales and marketing 13.1 10.6 10.4 General and administrative 34.5 40.4 40.0 Impairment of goodwill 73.5 — — Total Services operating expenses 131.8 60.5 60.9 Total segment operating expenses $ 430.3 $ 265.1 $ 242.1 Segment operating profit: Products $ ( 46.2 ) $ 79.4 $ 29.9 Services ( 61.2 ) 11.8 5.3 Total segment operating profit $ ( 107.4 ) $ 91.2 $ 35.2 Reconciliation of segment operating profit: Total segment operating profit $ ( 107.4 ) $ 91.2 $ 35.2 Interest income 3.9 4.8 4.1 Interest expense ( 38.3 ) ( 46.5 ) ( 48.8 ) Other income (expense), net ( 3.9 ) 17.7 ( 1.8 ) Income (loss) before provision for income taxes $ ( 145.7 ) $ 67.2 $ ( 11.3 ) Expenditures for segment property, plant and equipment Products $ 31.7 $ 40.4 $ 62.4 Services 18.6 23.1 13.4 Total expenditures for segment assets $ 50.3 $ 63.5 $ 75.8 Depreciation and amortization Products $ 50.7 $ 51.3 $ 36.4 Services 25.3 24.8 25.3 Total depreciation and amortization $ 76.0 $ 76.1 $ 61.7 (In millions) December 26, 2025 December 27, 2024 Assets Products $ 1,446.0 $ 1,657.0 Services 283.0 262.9 Total segment assets $ 1,729.0 $ 1,919.9 Long-lived assets comprise of operating lease right-of-use assets and property, plant and equipment, net, reported based on the location of the asset. The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 172.6 million, $ 81.0 million, $ 69.6 million, $ 50.0 million and $ 108.4 million, respectively as of December 26, 2025, and $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 27, 2024. 79 Table of Contents 16. GOVERNMENT SUBSIDIES 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 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. 80 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable