Ultra Clean Prices Upsized $525.0 Million Convertible Senior Notes Offering

About this update from Ultra Clean Holdings, Inc.

HAYWARD, Calif., Feb. 26, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT) today announced the pricing of its offering of $525.0 million aggregate principal amount of 0.00% convertible senior notes due 2031 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $400.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on March 3, 2026, subject to customary closing conditions. Ultra Clean also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75.0 million principal amount of notes. Ultra Clean estimates that the net proceeds from the offering will be approximately $511.1 million (or approximately $584.2 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated offering expenses. Ultra Clean intends to use the net proceeds from the offering as follows:approximately $21.9 million of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below;approximately $40.0 million of the net proceeds from the offering to repurchase 672,608 shares of its common stock; andthe remainder for working capital, prepayment of a portion of the company's outstanding term loan under its amended and restated credit agreement or other general corporate purposes.If the initial purchasers exercise their option to purchase additional notes, then Ultra Clean intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below, and the remainder for the purposes described above.The notes will be senior, unsecured obligations of Ultra Clean. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Before December 16, 2030, noteholders will have the right to convert their notes only upon the occurrence ...

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