---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-056750"
form_type: "8-K"
ticker: "UCTT"
cik: "0001275014"
company_name: "Ultra Clean Holdings, Inc."
filed_at: "2023-10-31T23:59:59+00:00"
generated_at: "2026-06-09T04:16:12.559995+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Ultra Clean Holdings closes acquisition of HIS Innovations Group for $50M upfront plus up to $70M earn-out

## Summary
- Paid $50M upfront cash; up to $50M earn-out based on 2023 adjusted EBITDA, plus up to $20M for 2024-2025 performance.
- HIS 2023 estimated revenue $56.7M, non-GAAP gross margin 38.4%, adjusted EBITDA $10M (17.6% margin).
- Acquisition expands UCT's sub-fab addressable market by $1.5B; expected accretive on an adjusted basis.
- HIS to remain in Hillsboro, OR, reporting into UCT's Products division.
- Needham & Co. served as financial advisor; Davis Polk as legal advisor to UCT.

## SEC filing metadata
- accession: 0000950170-23-056750
- form_type: 8-K
- ticker: UCTT
- cik: 0001275014
- company_name: Ultra Clean Holdings, Inc.
- filed_at: 2023-10-31T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1275014/000095017023056750/0000950170-23-056750-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1275014/000095017023056750/uctt-20231025.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-056750
- JSON: https://secwatch.observer/filing/0000950170-23-056750.json
- Plain text: https://secwatch.observer/filing/0000950170-23-056750.txt

## Key facts
- Material Agreements
  Ultra Clean Holdings, Inc. entered into Stock Purchase Agreement with Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group valued at $50.0 million in upfront cash consideration (effective 2023-10-25).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group
  - Value: $50.0 million in upfront cash consideration
  - Effective: 2023-10-25
  source text: On October 25, 2023, Ultra Clean Holdings, Inc. (“UCT”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and among UCT, Hoffman Instrumentation Supply, Inc. d/b/a HIS Innovations Group, an Oregon corporation (“HIS”), the stockholders of HIS and LVL3 Instrumentation LLC, an Oregon limited liability company, solely in its capacity as representative of the equity holders of HIS.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1275014/000095017023056750/0000950170-23-056750-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.