What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-29 · 282 added, 316 removed, 418 unchanged (59% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 26,

2026 December 26,

2 unchanged sentences

Cash and cash equivalents $ 323.5 $ 311.8

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

Accounts receivable, net of allowance for credit losses of $ 0.9 at both March 27, 2026 and December 26, 2025

Inventories 481.9 390.9

10 unchanged sentences

Current liabilities:

Bank borrowings $ 9.9 $ 16.0

Current portion of long-term debt $ — $ 9.9

Accounts payable 263.4 194.9

3 unchanged sentences

Total current liabilities 357.5 300.7

Bank borrowings, net of current portion 466.5 476.5

Long-term debt 601.9 467.0

Deferred tax liabilities 28.4 13.8

7 unchanged sentences

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

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

47.2 and 47.2 shares issued, and 44.8 and 45.5 shares outstanding at March 27, 2026 and December 26, 2025, respectively

Additional paid-in capital 556.8 578.7

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

Common shares held in treasury, at cost, 2.4 and 1.7 shares at March 27, 2026 and December 26, 2025, respectively

( 88.7 ) ( 48.4 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

2026 March 28,

(In millions, except per share amounts)

11 unchanged sentences

General and administrative 49.0 48.6

Impairment of goodwill — — 151.1 —

Total operating expenses 73.0 71.1

Income (loss) from operations 10.6 25.2 ( 118.3 ) 65.3

Income from operations 11.4 12.9

Interest income 1.4 1.1

1 unchanged sentence

Other income (expense), net ( 1.3 ) 0.8

Income (loss) before provision for income taxes 0.6 10.2 ( 147.7 ) 42.7

Income before provision for income taxes 4.2 4.9

Provision for income taxes 19.2 7.4

Net income (loss) ( 8.1 ) 0.3 ( 171.0 ) 14.5

Net loss ( 15.0 ) ( 2.5 )

Net income attributable to noncontrolling interests 2.9 2.5

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

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

Net loss attributable to UCT $ ( 17.9 ) $ ( 5.0 )

Net loss per share attributable to UCT common stockholders:

Basic $ ( 0.40 ) $ ( 0.11 )

Diluted $ ( 0.40 ) $ ( 0.11 )

Shares used in computing net income (loss) per share:

Shares used in computing net loss per share:

Basic 45.3 45.1

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

2026 March 28,

(In millions)

Net income (loss) $ ( 8.1 ) $ 0.3 $ ( 171.0 ) $ 14.5

Net loss $ ( 15.0 ) $ ( 2.5 )

Other comprehensive income (loss):

1 unchanged sentence

Total other comprehensive income (loss) ( 4.8 ) 0.6

Comprehensive income (loss) ( 12.5 ) 6.7 ( 165.4 ) 14.6

Comprehensive loss ( 19.8 ) ( 1.9 )

Comprehensive income, attributable to noncontrolling interests 1.1 2.6

Comprehensive income (loss) attributable to UCT $ ( 13.5 ) $ 1.2 $ ( 174.7 ) $ 7.9

Comprehensive loss attributable to UCT $ ( 20.9 ) $ ( 4.5 )

(See accompanying Notes to Condensed Consolidated Financial Statements)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 26,

2025 September 27,

Three Months Ended

2026 March 28,

(In millions)

Cash flows from operating activities:

Net income (loss) $ ( 171.0 ) $ 14.5

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

Net loss $ ( 15.0 ) $ ( 2.5 )

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

Depreciation and amortization 12.3 11.7

2 unchanged sentences

Amortization of debt issuance costs 0.7 0.6

Impairment of goodwill 151.1 —

Loss on extinguishment of debt 3.0 —

Loss on disposal of property, plant and equipment 1.0 —

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

Deferred income taxes 14.6 ( 0.3 )

Loss on sale of property, plant and equipment 0.7 1.2

Changes in assets and liabilities:

6 unchanged sentences

Income taxes payable ( 2.8 ) ( 0.7 )

Operating lease assets and liabilities 10.2 8.1

Operating lease right-of-use assets and operating lease liabilities 0.4 1.4

Other liabilities ( 0.4 ) ( 2.3 )

Net cash provided by operating activities 57.5 47.9

Net cash provided by (used in) operating activities ( 33.3 ) 28.2

Cash flows from investing activities:

Purchases of property, plant and equipment ( 9.6 ) ( 12.4 )

Other investing activities 3.2 —

Proceeds from sale of equipment 0.1 —

Net cash used in investing activities ( 9.5 ) ( 12.4 )

Cash flows from financing activities:

Proceeds from bank borrowings 59.3 67.7

Extinguishment of bank borrowings ( 59.3 ) ( 44.2 )

Proceeds from issuance of common stock 1.1 0.9

Principal payments on bank borrowings ( 18.2 ) ( 10.1 )

Repurchase of shares ( 3.4 ) —

Employees’ taxes paid upon vesting of restricted stock units ( 1.1 ) ( 2.5 )

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

Proceeds from the issuance of convertible notes 600.0 —

Payment of debt issuance costs ( 15.3 ) ( 0.2 )

Other financing activities ( 0.6 ) —

Repurchase of common stock ( 40.0 ) —

Payment for capped call transactions ( 25.1 ) —

Principal payments on bank borrowings ( 462.0 ) ( 12.0 )

Net cash provided by (used in) financing activities 57.6 ( 12.2 )

12 unchanged sentences

Three Months Ended

September 26, 2025

March 27, 2026

Common Stock Treasury shares

7 unchanged sentences

(In millions)

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

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

Employees' taxes paid upon vesting of restricted stock units 0.0 0.0 ( 0.4 ) — — — — ( 0.4 ) — ( 0.4 )

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

Capped call transactions — — ( 25.1 ) — — — — ( 25.1 ) — ( 25.1 )

Repurchase of common stock ( 0.7 ) — — 0.7 ( 40.3 ) — — ( 40.3 ) — ( 40.3 )

Stock-based compensation expense — — 3.2 — — — — 3.2 — 3.2

1 unchanged sentence

Other comprehensive loss — — — — — — ( 3.0 ) ( 3.0 ) ( 1.8 ) ( 4.8 )

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

Nine Months Ended

September 26, 2025

Balance March 27, 2026 44.8 $ 0.1 $ 556.8 2.4 $ ( 88.7 ) $ 171.3 $ ( 11.6 ) $ 627.9 $ 74.2 $ 702.1

Three Months Ended

March 28, 2025

Common Stock Treasury shares

8 unchanged sentences

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 0.5 0.0 1.1 — — — — 1.1 — 1.1

Employees' taxes paid upon vesting of restricted stock units 0.0 0.0 ( 1.1 ) — — — — ( 1.1 ) — ( 1.1 )

Stock-based compensation expense — — 2.9 — — — — 2.9 — 2.9

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

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

Net income (loss) — — — — — ( 5.0 ) — ( 5.0 ) 2.5 ( 2.5 )

Other comprehensive income — — — — — — 0.5 0.5 0.1 0.6

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

Three Months Ended

September 27, 2024

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

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

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

Employees' taxes paid upon vesting of restricted stock units 0.0 — ( 0.3 ) — — — — ( 0.3 ) — ( 0.3 )

Stock-based compensation expense — — 4.7 — — — — 4.7 — 4.7

Net income — — — — — ( 2.3 ) — ( 2.3 ) 2.6 0.3

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.4 ) ( 0.4 )

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

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

Nine Months Ended

September 27, 2024

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

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

Issuance under employee stock plans 0.6 0.0 0.9 — — — — 0.9 — 0.9

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) 0.0 ( 2.5 ) — — — — ( 2.5 ) — ( 2.5 )

Stock-based compensation expense — — 12.7 — — — — 12.7 — 12.7

Net income — — — — — 7.4 — 7.4 7.1 14.5

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.5 ) ( 0.5 )

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

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

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

ULTRA CLEAN HOLDINGS, INC.

3 unchanged sentences

Goodwill and Intangible Assets

Borrowing Arrangements

Long-Term Debt

Retirement Plans

21 unchanged sentences

Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 26, 2025.

Fiscal Year — The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31.

Fiscal Year — The Company uses a 52-53 week fiscal year.

Fiscal year 2026 is a 53-week period ending January 1, 2027, and fiscal year 2025 was a 52-week period ended December 26, 2025.

All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.

2 unchanged sentences

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 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 No.

2023-09 prospectively in the first quarter of fiscal year 2025.

The adoption did not have a material impact on the Company’s interim condensed consolidated financial statements but is expected to result in expanded annual income tax disclosures beginning with the Company’s Form 10-K for the fiscal year ending December 26, 2025.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this update provide a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

This guidance is to be applied prospectively and is effective for annual periods, including interim periods, beginning after December 15, 2025, with early adoption permitted.

The Company adopted this standard in the first quarter of 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Accounting Standards Not Yet Adopted

2 unchanged sentences

Disaggregation of Income Statement Expenses (“ASU No.

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

Index to Notes

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.

1 unchanged sentence

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.

2025-01”), which

Index to Notes

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 to be applied prospectively, although retrospective application is allowed.

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

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

In July 2025, the FASB issued ASU No.

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

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

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

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

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

In September 2025, the FASB issued ASU No.

7 unchanged sentences

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

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

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

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

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

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

Grants related to income are to be recognized in earnings on a systematic and rational basis over the periods in which the entity recognizes the related costs.

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

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

Early adoption is permitted.

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

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

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

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

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

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

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

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

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

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

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

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements (“ASU No.

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

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

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

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

BALANCE SHEET INFORMATION

Accounts Receivable Factoring Agreements

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

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

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

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

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

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

The Company currently has two active receivables factoring arrangements.

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

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

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

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

Accounts Receivable Factoring Agreement

The Company has a receivables factoring arrangement pursuant to which certain receivables are sold to a bank without recourse in exchange for cash.

Transactions under this arrangement 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 this arrangement, the Company does not maintain any beneficial interest in the receivables sold, and the bank’s purchase of eligible receivables is subject to a maximum amount of $ 25.0 million of uncollected receivables originated within the

Index to Notes

United States.

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

Sale proceeds, which are representative of the fair value of factored receivables, less a factoring fee, are reflected in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows, and the Company did not receive any proceeds in excess of the fair value of factored receivables during the periods presented.

During the three-month period ended March 27, 2026, the Company received cash proceeds of $ 19.0 million from the sales of accounts receivables under this arrangement.

As of March 27, 2026, $ 19.0 million of receivables factored under these arrangements had been sold and removed from the Company’s Consolidated Balance Sheets.

Inventories consisted of the following:

(In millions) September 26,

(In millions) March 27,

2026 December 26,

5 unchanged sentences

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

(In millions) September 26,

(In millions) March 27,

2026 December 26,

8 unchanged sentences

Total $ 319.4 $ 324.6

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

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

Capitalized interest was not significant for the three months ended March 27, 2026, or for the fiscal year ended December 26, 2025.

Index to Notes

3 unchanged sentences

Reporting Date Using

Description September 26, 2025 Quoted Prices in

Description March 27, 2026 Quoted Prices in

Active Markets for

2 unchanged sentences

(In millions)

Other non-current assets:

Plan assets $ 0.3 $ — $ — $ 0.3

Other liabilities:

11 unchanged sentences

Pension obligation $ 2.3 $ — $ — $ 2.3

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

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

1 unchanged sentence

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

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

As of March 27, 2026, the Company’s aggregate pension benefit obligations was $ 15.0 million and the fair value of the pension plan assets was $ 12.9 million, resulting in underfunded pension benefit obligations of $ 2.1 million.

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

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

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

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

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 will be 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 .

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

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

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

For the three and nine months ended September 27, 2024, the Company recognized $ 0.8 million of loss and $ 22.0 million of gain, respectively, related to the change in the fair value of contingent earn-out liability.

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

There were no transfers in or out of any level during the three and nine months ended September 26, 2025 and September 27, 2024.

There were no transfers in or out of any level during the three months ended March 27, 2026 and March 28, 2025.

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

Index to Notes

GOODWILL AND INTANGIBLE ASSETS

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

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

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

During the three months ended March 27, 2026, the Company did not recognize any impairment charges or additions to goodwill.

Details of aggregate goodwill of the Company are as follows:

(In millions) Products Services Total

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Balance at March 27, 2026 $ 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.

Intangible assets are generally recorded in connection with business acquisitions and are amortized over their estimated useful lives.

The Company evaluates the useful lives of its intangible assets each reporting period and reviews such assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Index to Notes

Details of intangible assets were as follows:

As of September 26, 2025 As of December 27, 2024

As of March 27, 2026 As of December 26, 2025

(Dollars in millions) Useful Life

16 unchanged sentences

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

Amortization expense was approximately $ 6.9 million and $ 21.2 million for the three and nine months ended September 26, 2025, respectively.

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

Amortization expense was approximately $ 6.9 million and $ 7.3 million for the three months ended March 27, 2026 and March 28, 2025, respectively.

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

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

As of March 27, 2026, future estimated amortization expense is expected to be as follows:

(In millions) Amortization

2 unchanged sentences

Total $ 140.9

BORROWING ARRANGEMENTS

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

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

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

The amendment did not modify the revolving credit facility.

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

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

LONG-TERM DEBT

Long-term debt was as follows:

(In millions) March 27, 2026 December 26, 2025

Term loan $ 19.4 $ 481.4

Convertible Notes 600.0 —

Total debt $ 619.4 $ 481.4

Current portion, net — ( 9.9 )

Debt issuance costs ( 17.5 ) ( 4.5 )

Total long-term debt, net of debt issuance costs $ 601.9 $ 467.0

Term Loan and Revolving Credit Facilities

On February 26, 2026, the Company entered into the Ninth Amendment to the Credit Agreement, dated as of August 27, 2018 (as amended, the “Credit Agreement”), which temporarily increased the maximum permitted Consolidated Total Gross Leverage Ratio financial maintenance covenant (applicable only to the revolving credit facility) to 6.00 to 1.00 for the fiscal periods ending on or about March 31, 2026 and June 30, 2026, subject to the terms and conditions set forth in the amendment.

The term loan facility matures on February 25, 2028 and requires quarterly principal payments of 0.625 % of the outstanding principal balance, with the remaining principal paid upon maturity.

During the quarter ended March 27, 2026,

Index to Notes

the Company made a voluntary prepayment of $ 459.0 million on its term loan facility.

In connection with the prepayment, the Company wrote off $ 3.0 million of unamortized debt issuance costs related to the prepaid portion of the term loan.

The remaining unamortized debt issuance costs continue to be amortized over the remaining term of the facility.

As of March 27, 2026, the outstanding balance under the Term Loan of $ 19.4 million, and the interest rate on the outstanding Term Loan was 6.4 %.

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

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

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

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of March 27, 2026, the Company had $ 145.9 million, net of $ 4.1 million of outstanding letters of credit, available under this revolving credit facility.

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

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

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

Index to Notes

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

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

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

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

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

As of March 27, 2026, the Company had $ 4.1 million of outstanding letters of credit and $ 45.9 million of available commitments remaining under the letter of credit facility.

As of March 27, 2026, total unamortized debt issuance costs related to the term loan and the revolving credit facility were $ 1.0 million.

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

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

As of September 26, 2025, the Company was in compliance with the financial covenants contained within the Credit Agreement.

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

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

As of September 26, 2025, the Company had $ 146.6 million, $ 5.0 million, and 5.5 million euros (approximately $ 6.4 million) available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

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

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

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

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

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

Company management continuously evaluates the need for a valuation allowance and, as of September 26, 2025, concluded that a full valuation allowance on its U.S.

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

As of September 26, 2025 and December 27, 2024, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 5.2 million and $ 2.3 million, respectively.

As of March 27, 2026, the Company was in compliance with the financial covenants contained within the Credit Agreement.

In addition, the Company maintains credit agreements with financial institutions in Czechia and in Israel, which provide for revolving credit facilities of up to 7.0 million euros (approximately $ 8.1 million) and $ 5.0 million, respectively.

As of March 27, 2026, there were no borrowings outstanding under these facilities.

As of March 27, 2026, the Company had $ 145.9 million, $ 6.4 million and $ 5.0 million available to draw from its credit facilities in the U.S., Czechia and Israel, respectively.

Convertible Notes and Related Capped Call Transactions

On March 3, 2026, the Company issued $ 600.0 million principal amount of 0.00 % Convertible Senior Notes due 2031 (the “Convertible Notes”) in a private offering, which amount included the full exercise of the initial purchasers’ option to purchase an additional $ 75.0 million principal amount of the Convertible Notes.

The Convertible Notes mature on March 15, 2031 and do not bear regular interest.

The total net proceeds from the issuance of the Convertible Notes, after deducting initial purchasers’ discounts and commissions and estimated debt issuance costs, were approximately $ 583.3 million.

Each $1,000 principal amount of the Convertible Notes is initially convertible into 11.80 shares of the Company’s common stock (the “Conversion Option”), which is equivalent to an initial conversion price of approximately $ 84.75 per share of common stock, subject to adjustment upon the occurrence of specified events.

The initial conversion price represents a premium of approximately 42.5 % to the $ 59.47 per share closing price of the Company’s common stock on February 26, 2026.

The Convertible Notes are convertible at the option of the holders prior to the close of business on the business day immediately preceding December 16, 2030, only under the following conditions:

(1) during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on June 26, 2026, if the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter;

(2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of common stock and the conversion rate on such trading day;

(3) if the Company calls any Notes for redemption;

or (4) upon the occurrence of specified distributions or corporate events.

On or after December 16, 2030, holders may convert the Convertible Notes at any time until the close of business on the 2nd scheduled trading day immediately prior to the maturity date regardless of the foregoing conditions.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the conversion value in excess of the aggregate principal amount of the Convertible Notes being converted.

If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes, at a price

Index to Notes

equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The Company has the right, at its election, to redeem all or any portion of the Convertible Notes on or after March 20, 2029 and on or before the 40th scheduled trading day immediately preceding the maturity date, at a price equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if the Convertible Notes are freely tradable and the last reported sale price per share of common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the redemption notice date.

There have been no changes to the initial conversion price of the Convertible Notes since issuance.

The closing market price of the Company's common stock of $ 58.87 per share as of March 27, 2026 was below $ 110.17 per share, which represents 130 % of the initial conversion price of $ 84.75 per share.

Additionally, the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day, March 27, 2026, did not exceed 130 % of the initial conversion price.

As such, during the three months ended on March 27, 2026, the conditions allowing holders of the Convertible Notes to convert were not met.

The Convertible Notes are therefore not convertible during the three months ended on March 27, 2026.

The Convertible Notes are the Company’s senior unsecured obligations and rank equal in right of payment to any of the Company’s existing and future senior, unsecured indebtedness;

senior to any of the Company’s existing and future indebtedness that is expressly subordinated to the Convertible Notes;

effectively subordinated to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness;

and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and preferred equity, if any, of the Company’s subsidiaries.

The net carrying amount of the Convertible Notes as of March 27, 2026 was as follows (in millions):

(In millions) March 27, 2026

Principal $ 600.0

Unamortized issuance costs ( 16.5 )

Net carrying amount $ 583.5

Interest expense related to the Convertible Notes for the three months ended March 27, 2026 was $ 0.2 million, consisting of amortization of debt issuance costs.

The Convertible Notes do not bear contractual interest.

The debt issuance costs are amortized into interest expense over the term of the Convertible Notes at an effective interest rate of 0.6 %.

In connection with the issuance of the Convertible Notes, the Company entered into a privately negotiated capped call transactions (the “Capped Call”) with certain financial institutions.

The Capped Call has an initial strike price of approximately $ 84.75 , subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.

The Capped Call has an initial cap price of $ 104.07 per share, subject to certain adjustments.

The Capped Call is expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the Convertible Notes, with such offset subject to a cap based on the cap price.

The Capped Call is subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offers, and announcement events.

In addition, the Capped Call is subject to certain specified additional disruption events that may give rise to a termination of the Capped Call, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings, and hedging disruptions.

The Capped Call meets the conditions under the related accounting guidance for equity classification and is recorded in Additional paid-in capital.

The Capped Call will not be remeasured as long as it continues to meet the conditions for equity classification.

The fair value of the Company’s long-term debt, which consists of a term loan facility and the Convertible Notes, is based on Level 2 inputs and was determined using quoted prices for the notes and similar instruments in inactive markets as of the last trading day of the reporting period.

The Company’s long-term debt has been classified as Level 2 in the fair value hierarchy.

As of March 27, 2026, the carrying value of the term loan approximates its fair value, and the estimated fair value of the Convertible Notes was $ 616.5 million.

Index to Notes

The Company recorded income tax provision of $ 19.2 million and $ 7.4 million for the three months ended March 27, 2026 and March 28, 2025, respectively.

The Company’s effective tax rate was 457.1 % and 151.0 % for the three months ended March 27, 2026 and March 28, 2025, respectively.

The change in respective tax rates reflects, primarily, the impact of a planned distribution of earnings from one of the Company’s foreign subsidiaries in the current year, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

Company management continuously evaluates the need for a valuation allowance and, as of March 27, 2026, concluded that a valuation allowance on its U.S.

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

The provision for income taxes for the three months ended March 27, 2026 includes the impact of a change in the Company’s assertion regarding the permanent reinvestment of undistributed earnings of one of its China subsidiaries.

The Company no longer considers the China subsidiary’s undistributed earnings generated prior to fiscal year 2022 permanently reinvested.

As a result of this change in assertion, the Company recorded a discrete income tax expense of $ 14.8 million in the quarter ended March 27, 2026.

As of March 27, 2026 and December 26, 2025, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 5.8 million and $ 5.6 million, respectively.

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

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

The Organization for Economic Co-operation and Development and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) have put forth Pillar Two proposals that ensure a minimal level of taxation.

Several countries in which the Company operates have adopted legislation to implement the Inclusive Framework’s global corporate minimum tax rate of fifteen percent.

This legislation became effective in certain jurisdictions the Company operates in for the current fiscal year ending December 26, 2025.

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

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

tax and related laws.

Some of the provisions of the new tax law affecting corporations include, but are not limited to, expensing of domestic research expenses, increasing the limit of the deduction

Index to Notes

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

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

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

The Organization for Economic Cooperation and Development (“OECD”) reached agreement among certain member countries to implement a global minimum tax framework, commonly referred to as Pillar Two, which established a minimum 15 percent income tax rate.

Pillar Two did not have a significant impact on the Company's financial statements for fiscal year 2025.

This legislation is effective for us in additional jurisdictions beginning in fiscal 2026, most notably in Singapore and Malaysia where we currently enjoy a low tax rate under certain tax incentives.

The Company has accounted for the impacts of Pillar Two in its provision for income taxes for the three months ended March 27, 2026.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S.

The OBBBA included numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S.

international tax rules.

Certain of the U.S.

international provisions of OBBBA became effective in our fiscal 2026 year.

The Company has analyzed the impacts of the OBBBA and reflected them in the current period.

These impacts did not have a material effect on the provision for income taxes for the three months ended March 27, 2026.

RETIREMENT PLANS

8 unchanged sentences

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

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

As of September 26, 2025, the underfunded balance of the plans of $ 2.7 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive income (loss) and contributions made for the three and nine months ended September 26, 2025 and September 27, 2024 were negligible.

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

As of March 27, 2026, the benefit obligation of the plans was $ 15.0 million and the fair value of the benefit plan assets was $ 12.9 million which are invested in several fixed deposit accounts with financial institutions.

As of March 27, 2026, the underfunded balance of the plans of $ 2.1 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive income (loss) and contributions made for the three months ended March 27, 2026 and March 28, 2025 were not material.

As of March 27, 2026, the Company’s future estimated payment obligations for the respective fiscal years are as follows:

Index to Notes

(In millions)

5 unchanged sentences

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

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

The Company made discretionary employer contributions of $ 0.9 million and $ 1.0 million to the 401(k) Plan for the three months ended March 27, 2026 and March 28, 2025, respectively.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

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

Index to Notes

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

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

STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS

1 unchanged sentence

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

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

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

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

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

The Company records treasury stock using the cost method.

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, authorizing the Company to repurchase up to $ 150.0 million of its common stock over a three-year period.

No shares have been repurchased under the renewed program.

During the three months ended March 27, 2026, the Company repurchased 0.7 million shares for $ 40.3 million through a privately negotiated transaction with one of the initial purchasers of the Company’s convertible notes.

These shares are held as treasury stock.

The Company accounts for treasury stock using the cost method.

The Company may reissue treasury shares to satisfy obligations under its stock-based compensation programs.

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 Condensed 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.

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.

Index to Notes

EMPLOYEE STOCK PLANS

7 unchanged sentences

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

Three Months Ended Nine Months Ended

(In millions) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

(In millions) March 27,

2026 March 28,

Cost of revenues (1) $ 0.8 $ 0.4

3 unchanged sentences

Total stock-based compensation $ 3.2 $ 2.9

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

Index to Notes

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

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

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

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

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

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

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

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

(1) Stock-based compensation expense capitalized in inventory for the three months ended March 27, 2026 and March 28, 2025 were immaterial.

Restricted Stock Units, Performance Stock Units and Restricted Stock Awards

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended March 27, 2026:

(In millions) Number of

1 unchanged sentence

Outstanding at December 26, 2025 1.6 $ 42.3

Vested ( 0.4 )

Forfeited ( 0.2 )

Outstanding at September 26, 2025 1.7 $ 44.8

Expected to vest at September 26, 2025 1.7 $ 44.8

As of September 26, 2025, approximately $ 34.4 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 2.1 years, and will be adjusted for subsequent changes in future grants.

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

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

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

Outstanding at March 27, 2026 1.4 83.9

Expected to vest at March 27, 2026 1.4 $ 83.9

No RSUs, PSUs, or RSAs were granted during the three months ended March 27, 2026.

As of March 27, 2026, approximately $ 23.4 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 1.7 years, and will be adjusted for subsequent changes in future grants.

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 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.

Index to Notes

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.

5 unchanged sentences

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

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

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

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

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

The Company recorded $ 0.2 million of expense related to ESPP for each of the three months ended March 27, 2026 and March 28, 2025.

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

REVENUE RECOGNITION

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

Index to Notes

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

1 unchanged sentence

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

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

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

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

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

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

The Company’s products are manufactured and services are 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.

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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.

Under the Company’s contracts with customers, the Company does not have an enforceable right to payment that includes a reasonable profit throughout the contract term for products it manufactures that have no alternative use.

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.

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

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

Accruals for unpaid customer rebates of $ 2.2 million and $ 1.9 million as of March 27, 2026 and December 26, 2025, were netted against accounts receivable.

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

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

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

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

Index to Notes

United Kingdom.

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

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

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

2026 March 28,

Singapore $ 203.2 $ 203.6

United States 129.4 119.8

Austria 62.6 48.9 157.9 131.6

China 24.8 33.3

Austria 57.2 46.1

South Korea 28.2 29.7

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Total $ 533.7 $ 518.6

Index to Notes

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

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

2026 March 28,

Lam Research Corporation 36.7 % 36.1 %

Applied Materials, Inc.

20.5 21.8 22.2 22.4

Total 58.5 % 58.9 %

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

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

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

Three customers’ gross accounts receivable balances, Lam Research Corporation, Applied Materials, Inc., and ASM International, were individually greater than 10% of gross accounts receivable as of March 27, 2026, in the aggregate approximately 39.0 % of the Company’s total gross accounts receivable.

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

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

NET LOSS PER SHARE

Potential common shares from employee stock plans totaling 1.5 million and 1.3 million for the three and nine months ended September 26, 2025, respectively, were excluded from the computation of diluted loss per share as their effect would have been antidilutive.

The Company did not have any significant antidilutive securities excluded from the calculation of diluted earnings per share for the three and nine months ended September 27, 2024.

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

Three Months Ended Nine Months Ended

(In millions, except share amounts) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

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

Basic net loss per share is computed by dividing net loss by the weighted-average number of outstanding shares of common stock during the period.

Diluted net loss per share is computed using the treasury stock method for stock-based awards, and the if-converted method for convertible notes.

Under the treasury stock method, the denominator is adjusted to include, when dilutive, incremental shares issuable upon the assumed exercise of stock options, ESPP shares to be issued, and vesting of service-based and performance-based restricted stock units.

Under the if-converted method, the numerator is adjusted to add back interest expense on the convertible notes, net of tax, and the denominator is adjusted to include

Index to Notes

incremental shares issuable upon conversion of the convertible notes, when the effect of applying this method is dilutive.

The Company has a single class of common stock.

The computation of basic and diluted net loss per share is as follows:

Three Months Ended

(In millions, except share amounts) March 27,

2026 March 28,

Net loss attributable to UCT $ ( 17.9 ) $ ( 5.0 )

Shares used in computation — basic:

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Effect of potential dilutive securities:

Convertible notes — —

Employee stock plans — —

Diluted weighted average common shares outstanding 45.3 45.1

Net income (loss) per share attributable to UCT:

Net loss per share attributable to UCT:

Basic $ ( 0.40 ) $ ( 0.11 )

Diluted $ ( 0.40 ) $ ( 0.11 )

Potential common shares from employee stock plans totaling 1.5 million and 0.3 million for the three months ended March 27, 2026 and March 28, 2025, respectively, as well as approximately 7.1 million shares issuable upon conversion of the Company’s convertible notes, were excluded from the computation of diluted loss per share because their effect would have been antidilutive due to the net loss incurred in those periods.

REPORTABLE SEGMENTS

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

Significant expenses within segment operating profit include cost of revenue,

Index to Notes

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

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

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

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Index to Notes

Three Months Ended Nine Months Ended

(In millions) September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Three Months Ended

(In millions) March 27,

2026 March 28,

Products $ 465.7 $ 457.0

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Total segment cost of revenues $ 449.3 $ 434.6

Gross profit:

Products $ 64.6 $ 75.7 $ 193.0 $ 209.0

Services 17.6 17.7 52.6 55.5

Total segment gross profit $ 82.2 $ 93.4 $ 245.6 $ 264.5

Operating expenses:

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General and administrative 39.7 39.4

Impairment of goodwill — — 77.6 —

Total Products operating expenses $ 58.0 $ 56.6

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General and administrative 9.3 9.2

Impairment of goodwill — — 73.5 —

Total Services operating expenses $ 15.0 $ 14.5

Total segment operating expenses $ 73.0 $ 71.1

Segment operating profit (loss):

Segment operating profit:

Products $ 7.0 $ 10.1

Services 4.4 2.8

Total segment operating profit (loss) $ 10.6 $ 25.2 $ ( 118.3 ) $ 65.3

Reconciliation of segment operating profit (loss):

Total segment operating profit $ 11.4 $ 12.9

Reconciliation of segment operating profit:

Total segment operating profit $ 11.4 $ 12.9

Interest income 1.4 1.1

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Other income (expense), net ( 1.3 ) 0.8

Income (loss) before provision for income taxes $ 0.6 $ 10.2 $ ( 147.7 ) $ 42.7

Index to Notes

Income before provision for income taxes $ 4.2 $ 4.9

Expenditures for segment property, plant and equipment

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Services 6.4 6.4

Index to Notes

Total depreciation and amortization $ 19.2 $ 19.1

(In millions) September 26,

(In millions) March 27,

2026 December 26,

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

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

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 167.1 million, $ 82.3 million, $ 67.6 million, $ 47.2 million and $ 113.6 million, respectively as of March 27, 2026, and $ 172.6 million, $ 81.0 million, $ 69.6 million, $ 50.0 million and $ 108.4 million, respectively as of December 26, 2025.

SUBSEQUENT EVENTS

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

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

On April 23, 2026, the Company entered into the Tenth Amendment (the “Tenth Amendment”) to its Credit Agreement.

The Tenth Amendment, among other things, increased the aggregate revolving credit commitment from $ 150.0 million to $ 250.0 million, extended the maturity date to April 23, 2031, reduced the applicable interest rate margin, and modified certain financial covenants and other provisions to provide additional flexibility.

All other material terms of the Credit Agreement, including the term loan facility, remained unchanged.

In addition, the Company prepaid the remaining $ 19.4 million outstanding under its term loan facility.

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

What changed 10-Q

Item 1. Financial Statements