Ultra Clean Holdings, Inc 8-K, filed Oct 27, 2026

Ultra Clean Holdings, Inc. (UCTT)

8-K 2026-10-27 For: 2026-10-27

Added on October 27, 2026

About this 8-K

Ultra Clean Holdings, Inc filed this 8-K on October 27, 2026.

Ultra Clean Holdings, Inc. reported third-quarter revenue of $759 million, up 18% from Q2 2026 and 49% from Q3 2025, with GAAP EPS of $0.85 and non-GAAP EPS of $1.15. Fourth-quarter revenue is forecast at $800 million to $860 million. AI summary

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Exhibit						Exhibit Description
99.1						Press Release dated October 27 , 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


			ULTRA CLEAN HOLDINGS, INC.

Date:	October 27, 2026	By:	/s/ Paul Y. Cho
			Name: Paul Y. Cho Title: General Counsel and Corporate Secretary


ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)

	Three Months Ended				Nine Months Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
Revenues:
Products	$	681.9	$	445.0	$	1,720.3	$	1,356.9
Services	77.1		65.0		217.3		190.4
Total revenues	759.0		510.0		1,937.6		1,547.3
Cost of revenues:
Products	575.7		380.4		1,465.2		1,163.9
Services	54.9		47.4		155.9		137.8
Total cost of revenues	630.6		427.8		1,621.1		1,301.7
Gross profit	128.4		82.2		316.5		245.6
Operating expenses:
Research and development	8.8		7.8		26.1		23.2
Sales and marketing	15.9		15.1		47.8		45.5
General and administrative	50.0		48.7		148.1		144.1
Impairment of goodwill	—		—		—		151.1
Total operating expenses	74.7		71.6		222.0		363.9
Income (loss) from operations	53.7		10.6		94.5		(118.3)
Interest income	1.4		1.1		3.8		3.0
Interest expense	(1.5)		(9.9)		(9.8)		(29.9)
Other expense, net	(2.5)		(1.2)		(3.2)		(2.5)
Income (loss) before provision for income taxes	51.1		0.6		85.3		(147.7)
Provision for income taxes	10.3		8.7		47.5		23.3
Net income (loss)	40.8		(8.1)		37.8		(171.0)
Less: Net income attributable to noncontrolling interests	1.7		2.8		7.9		6.9
Net income (loss) attributable to UCT	$	39.1	$	(10.9)	$	29.9	$	(177.9)

Net income (loss) per share attributable to UCT common stockholders:
Basic	$	0.86	$	(0.24)	$	0.66	$	(3.93)
Diluted	$	0.85	$	(0.24)	$	0.65	$	(3.93)
Shares used in computing net income (loss) per share:
Basic	45.4		45.4		45.3		45.2
Diluted	46.2		45.4		46.2		45.2


ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
	September 25, 2026		December 26, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	270.9	$	311.8
Accounts receivable, net of allowance for credit losses	272.4		208.8
Inventories	723.3		390.9
Prepaid expenses and other current assets	67.6		48.2
Total current assets	1,334.2		959.7
Property, plant and equipment, net	344.4		324.6
Goodwill	114.2		114.2
Intangible assets, net	136.4		156.8
Deferred tax assets, net	4.1		3.5
Operating lease right-of-use assets	156.3		157.2
Other non-current assets	14.8		13.0
Total assets	$	2,104.4	$	1,729.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	9.9
Accounts payable	335.2		194.9
Accrued compensation and related benefits	63.3		51.1
Operating lease liabilities	22.3		20.2
Other current liabilities	57.8		24.6
Total current liabilities	478.6		300.7
Long-term debt	635.1		467.0
Deferred tax liabilities	13.7		13.8
Operating lease liabilities	152.7		156.6
Other liabilities	11.0		6.8
Total liabilities	1,291.1		944.9
Equity:
UCT stockholders’ equity:
Common stock	0.1		0.1
Additional paid-in capital	601.6		578.7
Common shares held in treasury	(88.7)		(48.4)
Retained earnings	219.1		189.2
Accumulated other comprehensive loss	(4.6)		(8.6)
Total UCT stockholders’ equity	727.5		711.0
Noncontrolling interests	85.8		73.1
Total equity	813.3		784.1
Total liabilities and equity	$	2,104.4	$	1,729.0


ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
	Nine Months Ended
	September 25, 2026		September 26, 2025
(In millions)
Cash flows from operating activities:
Net income (loss)	$	37.8	$	(171.0)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	37.5		35.5
Amortization of intangible assets	20.4		21.2
Stock-based compensation	17.2		14.4
Amortization of debt issuance costs	2.5		2.1
Loss on extinguishment of debt	3.4		—
Loss on disposal of property, plant and equipment	1.2		0.7
Impairment of goodwill	—		151.1
Change in the fair value of financial instruments	—		(0.1)
Deferred income taxes	(0.6)		0.4
Changes in assets and liabilities:
Accounts receivable	(63.6)		41.6
Inventories	(332.4)		(1.2)
Prepaid expenses and other current assets	(16.0)		(6.3)
Other non-current assets	0.0		(1.0)
Accounts payable	131.1		(22.8)
Accrued compensation and related benefits	12.2		(0.6)
Income taxes payable	3.3		(12.1)
Operating lease right-of-use assets and operating lease liabilities	(0.9)		10.2
Other liabilities	30.2		(4.6)
Net cash provided by (used in) operating activities	(116.7)		57.5
Cash flows from investing activities:
Purchases of property, plant and equipment	(45.3)		(40.2)
Proceeds from sale of equipment	0.1		3.2
Net cash used in investing activities	(45.2)		(37.0)
Cash flows from financing activities:
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees	34.0		—
At-the-market offering costs for the issuance of common stock	(0.1)		—
Proceeds from the issuance of convertible notes	600.0		—
Borrowings on revolving credit facility	50.0		—
Proceeds from bank borrowings	—		59.3
Extinguishment of bank borrowings	—		(59.3)
Proceeds from issuance of common stock	1.1		1.1


Date of Report (Date of earliest event reported): October 27, 2026


Registrant’s Telephone Number, Including Area Code: 510 576-4400


Payment of debt issuance costs	(17.4)		(0.6)
Repurchase of common stock	(40.0)		(3.4)
Payment for capped call transactions	(25.1)		—
Principal payments on bank borrowings	(481.5)		(18.2)
Employees’ taxes paid upon vesting of restricted stock units	(4.3)		(1.1)
Payments of dividends to a joint venture shareholder	(0.1)		(0.1)
Net cash provided by (used in) financing activities	116.6		(22.3)
Effect of exchange rate changes on cash and cash equivalents	4.4		2.0
Net increase (decrease) in cash and cash equivalents	(40.9)		0.2
Cash and cash equivalents at beginning of period	311.8		313.9
Cash and cash equivalents at end of period	$	270.9	$	314.1


ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)

	GAAP									Non-GAAP
	Three Months Ended									Three Months Ended
	September 25, 2026									September 25, 2026
	Products			Services			Consolidated			Products			Services			Consolidated
Revenues	$	681.9		$	77.1		$	759.0		$	681.9		$	77.1		$	759.0
Gross profit	$	106.2		$	22.2		$	128.4		$	108.3		$	23.2		$	131.5
Gross margin	15.6		%	28.8		%	16.9		%	15.9		%	30.1		%	17.3		%
Income from operations	$	46.7		$	7.0		$	53.7		$	58.1		$	10.5		$	68.6
Operating margin	6.8		%	9.1		%	7.1		%	8.5		%	13.6		%	9.0		%

										Three Months Ended
										September 25, 2026
										Products			Services			Consolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis										$	106.2		$	22.2		$	128.4
Amortization of intangible assets (1)										1.3			1.0			2.3
Stock-based compensation expense (2)										0.6			—			0.6
Restructuring charges (3)										0.2			—			0.2
Non-GAAP gross profit										$	108.3		$	23.2		$	131.5

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis										15.6		%	28.8		%	16.9		%
Amortization of intangible assets (1)										0.2		%	1.3		%	0.3		%
Stock-based compensation expense (2)										0.1		%	—		%	0.1		%
Restructuring charges (3)										0.0		%	—		%	0.0		%
Non-GAAP gross margin										15.9		%	30.1		%	17.3		%

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis										$	46.7		$	7.0		$	53.7
Amortization of intangible assets (1)										3.9			2.9			6.8
Stock-based compensation expense (2)										6.3			0.6			6.9
Restructuring charges (3)										0.6			—			0.6
Legal-related costs (4)										0.6			—			0.6
Non-GAAP income from operations										$	58.1		$	10.5		$	68.6

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis										6.8		%	9.1		%	7.1		%
Amortization of intangible assets (1)										0.6		%	3.8		%	0.8		%


ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

	Three Months Ended
	September 25, 2026			September 26, 2025			June 26, 2026
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)
Reported net income (loss) attributable to UCT on a GAAP basis	$	39.1		$	(10.9)		$	8.7
Amortization of intangible assets (1)	6.8			6.9			6.8
Stock-based compensation expense (2)	6.9			4.6			8.1
Restructuring charges (3)	0.6			7.1			0.7
Debt refinancing costs expensed (4)	—			1.1			0.7
Legal-related costs (5)	0.6			0.2			—
Unrealized loss (gain) on foreign exchange (6)	2.6			(2.4)			(1.9)
VAT settlement (7)	—			(0.2)			—
Income tax effect of non-GAAP adjustments (8)	(3.5)			(4.0)			(2.9)
Income tax effect of valuation allowance (9)	0.1			8.6			12.1
Non-GAAP net income attributable to UCT	$	53.2		$	11.0		$	32.3

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis	$	53.7		$	10.6		$	29.5
Amortization of intangible assets (1)	6.8			6.9			6.8
Stock-based compensation expense (2)	6.9			4.6			8.1
Restructuring charges (3)	0.6			7.1			0.7
Legal-related costs (5)	0.6			0.2			—
VAT settlement (7)	—			(0.2)			—
Non-GAAP income from operations	$	68.6		$	29.2		$	45.1

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis	7.1		%	2.1		%	4.6		%
Amortization of intangible assets (1)	0.8		%	1.3		%	1.0		%
Stock-based compensation expense (2)	0.9		%	0.9		%	1.3		%
Restructuring charges (3)	0.1		%	1.4		%	0.1		%
Legal-related costs (5)	0.1		%	0.0		%	—		%
VAT settlement (7)	—		%	0.0		%	—		%
Non-GAAP operating margin	9.0		%	5.7		%	7.0		%

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis	$	128.4		$	82.2		$	103.7
Amortization of intangible assets (1)	2.3			2.3			2.3
Stock-based compensation expense (2)	0.6			0.5			1.5
Restructuring charges (3)	0.2			2.1			0.1
VAT settlement (7)	—			(0.2)			—
Non-GAAP gross profit	$	131.5		$	86.9		$	107.6

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis	16.9		%	16.1		%	16.1		%


Effective income tax rate on a GAAP basis	20.2	%	1450.0	%	60.3	%
Non-GAAP effective income tax rate	20.0	%	22.9	%	20.0	%

1 Amortization of intangible assets related to the Company’s business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures
4 Represents certain third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt
5 Represents estimated costs related to certain legal proceedings and a cybersecurity incident
6 Represents unrealized foreign exchange gains and losses arising from the remeasurement of monetary assets and liabilities
7 Represents impact of value added tax ruling
8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate
9 The Company's GAAP tax expense is generally higher than the Company’s non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect
10 Non-GAAP diluted weighted-average common shares are adjusted to reflect the dilutive impact of our convertible note based on the capped call cap price instead of the initial conversion price


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