Ultra Clean Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
Proposed Offering of Notes
On February 25, 2026, Ultra Clean Holdings, Inc. (the “Company”) issued a press release relating to its proposed offering of Convertible Senior Notes due 2031 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Anticipated Amendment to Credit Agreement
In connection with the pricing of the notes, the Company expects to enter into an amendment to the Credit Agreement dated as of August 27, 2018, by and among the Company, as parent borrower, Barclays Bank PLC, as administrative agent, and the lenders and other parties thereto from time to time, to modify the consolidated total gross leverage ratio financial maintenance covenant applicable only to the Company’s revolving credit facility thereunder. Such amendment would, among other things, increase such maximum consolidated total gross leverage ratio to 6.00 to 1.00 for a specified period of time on terms to be set forth in such amendment.
Neither this Current Report on Form 8-K nor the press release attached as Exhibit 99.1 to this Current Report on Form 8-K constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or shares of the Company’s common stock, if any, issuable upon conversion of the Notes.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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Exhibit Number |
Description | |
| 99.1 | Press release of Ultra Clean Holdings, Inc., dated February 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ULTRA CLEAN HOLDINGS, INC. | |||
| Date: | February 25, 2026 | By: | /s/ Paul Y. Cho |
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Name: Paul Y. Cho Title: General Counsel and Corporate Secretary |