Ultra Clean prices upsized $525M 0% convertible notes due 2031; amends credit agreement

Ultra Clean Holdings, Inc.

Priced $525M (upsized from $400M) of 0.00% convertible senior notes due 2031; initial purchasers option for additional $75M.
Net proceeds ~$511.1M; $40M to repurchase 672,608 shares at $59.47, $21.9M for capped call costs, remainder for working capital/term loan prepayment.
Initial conversion price ~$84.75/share (42.5% premium over $59.47); cap price $104.0725 (75% premium).
Credit agreement amended to increase max consolidated total gross leverage ratio to 6.00:1.00 for Q1 and Q2 2026.
Settlement expected March 3, 2026; capped call transactions reduce potential dilution upon conversion.

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