uctt-20260327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

Form 10-Q

__________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 27, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to

Commission file number 000-50646

__________________________________________________

Ultra Clean Holdings, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________


Delaware			61-1430858
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

26462 Corporate Avenue, Hayward, California			94545
(Address of principal executive offices)			(Zip Code)

(510) 576-4400

Registrant’s telephone number, including area code

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

UCTT

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated

filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares outstanding of the issuer’s common stock as of April 23, 2026: 44,828,352

ULTRA CLEAN HOLDINGS, INC.

TABLE OF CONTENTS


		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Index to Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	31

	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35

SIGNATURES		36

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Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 27, 2026		December 26, 2025
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	323.5	$	311.8
Accounts receivable, net of allowance for credit losses of $0.9 at both March 27, 2026 and December 26, 2025	232.8		208.8
Inventories	481.9		390.9
Prepaid expenses and other current assets	59.6		48.2
Total current assets	1,097.8		959.7
Property, plant and equipment, net	319.4		324.6
Goodwill	114.2		114.2
Intangible assets, net	149.9		156.8
Deferred tax assets, net	3.6		3.5
Operating lease right-of-use assets	158.4		157.2
Other non-current assets	11.9		13.0
Total assets	$	1,855.2	$	1,729.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	9.9
Accounts payable	263.4		194.9
Accrued compensation and related benefits	47.2		51.1
Operating lease liabilities	20.5		20.2
Other current liabilities	26.4		24.6
Total current liabilities	357.5		300.7
Long-term debt	601.9		467.0
Deferred tax liabilities	28.4		13.8
Operating lease liabilities	158.0		156.6
Other liabilities	7.3		6.8
Total liabilities	1,153.1		944.9
Commitments and contingencies (See Note 8)
Equity:
UCT stockholders’ equity:
Preferred stock — $0.001 par value, 10.0 shares authorized; none outstanding	—		—
Common stock — $0.001 par value, 90.0 shares authorized; 47.2 and 47.2 shares issued, and 44.8 and 45.5 shares outstanding at March 27, 2026 and December 26, 2025, respectively	0.1		0.1
Additional paid-in capital	556.8		578.7
Common shares held in treasury, at cost, 2.4 and 1.7 shares at March 27, 2026 and December 26, 2025, respectively	(88.7)		(48.4)
Retained earnings	171.3		189.2
Accumulated other comprehensive loss	(11.6)		(8.6)
Total UCT stockholders’ equity	627.9		711.0
Noncontrolling interests	74.2		73.1
Total equity	702.1		784.1
Total liabilities and equity	$	1,855.2	$	1,729.0

(See accompanying Notes to Condensed Consolidated Financial Statements)

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Table of Contents

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended
	March 27, 2026		March 28, 2025
(In millions, except per share amounts)
Revenues:
Products	$	465.7	$	457.0
Services	68.0		61.6
Total revenues	533.7		518.6
Cost of revenues:
Products	400.7		390.3
Services	48.6		44.3
Total cost revenues	449.3		434.6
Gross margin	84.4		84.0
Operating expenses:
Research and development	8.5		7.6
Sales and marketing	15.5		14.9
General and administrative	49.0		48.6

Total operating expenses	73.0		71.1
Income from operations	11.4		12.9
Interest income	1.4		1.1
Interest expense	(7.3)		(9.9)
Other income (expense), net	(1.3)		0.8
Income before provision for income taxes	4.2		4.9
Provision for income taxes	19.2		7.4
Net loss	(15.0)		(2.5)
Less: Net income attributable to noncontrolling interests	2.9		2.5
Net loss attributable to UCT	$	(17.9)	$	(5.0)

Net loss per share attributable to UCT common stockholders:
Basic	$	(0.40)	$	(0.11)
Diluted	$	(0.40)	$	(0.11)
Shares used in computing net loss per share:
Basic	45.3		45.1
Diluted	45.3		45.1

(See accompanying Notes to Condensed Consolidated Financial Statements)

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Table of Contents

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended
	March 27, 2026		March 28, 2025
(In millions)
Net loss	$	(15.0)	$	(2.5)
Other comprehensive income (loss):
Change in cumulative translation adjustment, net of tax	(4.8)		0.6
Total other comprehensive income (loss)	(4.8)		0.6
Comprehensive loss	(19.8)		(1.9)
Comprehensive income, attributable to noncontrolling interests	1.1		2.6
Comprehensive loss attributable to UCT	$	(20.9)	$	(4.5)

(See accompanying Notes to Condensed Consolidated Financial Statements)

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Table of Contents

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended
	March 27, 2026		March 28, 2025
(In millions)
Cash flows from operating activities:
Net loss	$	(15.0)	$	(2.5)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	12.3		11.7
Amortization of intangible assets	6.9		7.3
Stock-based compensation	3.2		2.9
Amortization of debt issuance costs	0.7		0.6
Loss on extinguishment of debt	3.0		—
Loss on disposal of property, plant and equipment	1.0		—
Change in the fair value of financial instruments	—		(0.1)
Deferred income taxes	14.6		(0.3)
Changes in assets and liabilities:
Accounts receivable	(24.0)		23.1
Inventories	(91.0)		6.4
Prepaid expenses and other current assets	(7.3)		(0.6)
Other non-current assets	1.1		0.2
Accounts payable	68.0		(8.5)
Accrued compensation and related benefits	(4.0)		(10.4)
Income taxes payable	(2.8)		(0.7)
Operating lease right-of-use assets and operating lease liabilities	0.4		1.4
Other liabilities	(0.4)		(2.3)
Net cash provided by (used in) operating activities	(33.3)		28.2
Cash flows from investing activities:
Purchases of property, plant and equipment	(9.6)		(12.4)
Proceeds from sale of equipment	0.1		—
Net cash used in investing activities	(9.5)		(12.4)
Cash flows from financing activities:
Proceeds from the issuance of convertible notes	600.0		—
Payment of debt issuance costs	(15.3)		(0.2)
Repurchase of common stock	(40.0)		—
Payment for capped call transactions	(25.1)		—
Principal payments on bank borrowings	(462.0)		(12.0)
Net cash provided by (used in) financing activities	57.6		(12.2)
Effect of exchange rate changes on cash and cash equivalents	(3.1)		0.1
Net increase in cash and cash equivalents	11.7		3.7
Cash and cash equivalents at beginning of period	311.8		313.9
Cash and cash equivalents at end of period	$	323.5	$	317.6
Supplemental cash flow information:
Income taxes paid, net of income tax refunds	$	6.1	$	8.6
Interest paid	$	6.6	$	12.7
Non-cash investing and financing activities:
Property, plant and equipment purchased included in accounts payable and other liabilities	$	3.3	$	6.8

(See accompanying Notes to Condensed Consolidated Financial Statements)

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Table of Contents

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Three Months Ended March 27, 2026
	Common Stock					Treasury shares
	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity of UCT		Noncontrolling Interests		Total Equity
(In millions)
Balance December 26, 2025	45.5	$	0.1	$	578.7	1.7	$	(48.4)	$	189.2	$	(8.6)	$	711.0	$	73.1	$	784.1
Capped call transactions	—	—		(25.1)		—	—		—		—		(25.1)		—		(25.1)
Repurchase of common stock	(0.7)	—		—		0.7	(40.3)		—		—		(40.3)		—		(40.3)
Stock-based compensation expense	—	—		3.2		—	—		—		—		3.2		—		3.2
Net income (loss)	—	—		—		—	—		(17.9)		—		(17.9)		2.9		(15.0)
Other comprehensive loss	—	—		—		—	—		—		(3.0)		(3.0)		(1.8)		(4.8)
Balance March 27, 2026	44.8	$	0.1	$	556.8	2.4	$	(88.7)	$	171.3	$	(11.6)	$	627.9	$	74.2	$	702.1


	Three Months Ended March 28, 2025
	Common Stock					Treasury shares
	Shares	Amount		Additional Paid-in Capital		Shares	Amount		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity of UCT		Noncontrolling Interests		Total Equity
(In millions)
Balance December 27, 2024	45.1	$	0.1	$	558.4	1.5	$	(45.0)	$	370.4	$	(10.3)	$	873.6	$	62.2	$	935.8
Stock-based compensation expense	—	—		2.9		—	—		—		—		2.9		—		2.9
Net income (loss)	—	—		—		—	—		(5.0)		—		(5.0)		2.5		(2.5)
Other comprehensive income	—	—		—		—	—		—		0.5		0.5		0.1		0.6
Balance March 28, 2025	45.1	$	0.1	$	561.3	1.5	$	(45.0)	$	365.4	$	(9.8)	$	872.0	$	64.8	$	936.8

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Table of Contents

ULTRA CLEAN HOLDINGS, INC.

INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


		Page
1.	Organization and Significant Accounting Policies	9
2.	Balance Sheet Information	10
3.	Fair Value	12
4.	Goodwill and Intangible Assets	12
5.	Long-Term Debt	13
6.	Income Tax	16
7.	Retirement Plans	16
8.	Commitments and Contingencies	17
9.	Stockholders’ Equity and Noncontrolling Interests	17
10.	Employee Stock Plans	18
11.	Revenue Recognition	19
12.	Leases	20
13.	Net Loss Per Share	20
14.	Reportable Segments	21
15.	Subsequent Events	23

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Index to Notes

ULTRA CLEAN HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization — Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules, sub-fab process equipment support racks, as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets.

Basis of Presentation — The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for a fair statement of the results of operations, financial position, and cash flows for the interim periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 26, 2025.

Fiscal Year — The Company uses a 52-53 week fiscal year. Fiscal year 2026 is a 53-week period ending January 1, 2027, and fiscal year 2025 was a 52-week period ended December 26, 2025. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.

Principles of Consolidation — The Company’s Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation.

Significant Accounting Policies — There were no changes to the accounting policies disclosed in Note 1, Organization and Significant Accounting Polices of the Company’s Annual Report on Form 10-K for the year ended December 26, 2025 that had a material impact on the Company’s condensed consolidated financial statements and related notes.

Accounting Standards Recently Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. This guidance is to be applied prospectively and is effective for annual periods, including interim periods, beginning after December 15, 2025, with early adoption permitted. The Company adopted this standard in the first quarter of 2026. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU No. 2024-03”) which requires entities to provide disaggregated disclosure of certain expense categories within relevant income statement captions, including, but not limited to, inventory purchases, employee compensation, depreciation, amortization, and depletion. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU No. 2025-01”), which

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Index to Notes

confirmed that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The guidance is required to be applied prospectively, although retrospective application is permitted. The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on its financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU No. 2025-06”). The amendments in this update provide targeted improvements to the accounting for internal-use software costs by removing the concept of “project stages,” introducing a new capitalization threshold based on when management authorizes and commits to funding the project, and requiring that capitalization only occur when completion of the software is probable. The ASU also introduces the concept of “significant development uncertainty,” under which capitalization should cease until such uncertainty is resolved. Additionally, the amendments relocate the guidance for website development costs from ASC 350-50 to ASC 350-40 and require expanded disclosures for capitalized internal-use software costs consistent with those for long-lived assets under ASC 360-10. Entities may apply the guidance prospectively, retrospectively, or using a modified retrospective approach, with early adoption permitted. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes authoritative guidance on the accounting for government grants received by business entities, including recognition, measurement, presentation, and disclosure requirements. Under the new guidance, a government grant should not be recognized until it is probable that the entity will both (i) comply with the conditions attached to the grant and (ii) receive the grant. The ASU distinguishes between (a) grants related to assets and (b) grants related to income, and requires entities to apply either a deferred-income approach or a cost-accumulation approach for grants related to assets. Grants related to income are to be recognized in earnings on a systematic and rational basis over the periods in which the entity recognizes the related costs. ASU 2025-10 also provides guidance on the accounting for forgivable loans, nonmonetary government grants, and repayments of previously recognized grants. For public business entities, ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim periods within those fiscal years. Early adoption is permitted. The standard permits modified prospective, modified retrospective, or full retrospective adoption approaches. The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 provides enhancements and clarifications to the existing interim reporting framework in Topic 270. The amendments establish a comprehensive listing of required interim disclosures, clarify the applicability of interim reporting guidance, and improve navigability and consistency in interim reporting. The ASU also introduces a new disclosure principle that requires entities to disclose events occurring after the end of the most recent annual period that have a material impact on the entity. Additionally, the amendments clarify the types of interim financial statements subject to GAAP (including condensed statements) and provide presentation and content requirements for interim periods. ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, for public business entities and after December 15, 2028, for all other entities. Early adoption is permitted, and it may be applied prospectively or retrospectively to prior periods presented. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statement disclosures.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU No. 2025-12”), which addresses stakeholder feedback and makes incremental improvements to U.S. GAAP. The amendments clarify, correct errors, and make minor improvements to the Accounting Standards Codification to enhance understandability and application. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company will adopt this guidance in fiscal 2027 and does not expect the adoption to have a material impact on its consolidated financial position, results of operations, or disclosures.

2. BALANCE SHEET INFORMATION

Accounts Receivable Factoring Agreement

The Company has a receivables factoring arrangement pursuant to which certain receivables are sold to a bank without recourse in exchange for cash. Transactions under this arrangement are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under this arrangement, the Company does not maintain any beneficial interest in the receivables sold, and the bank’s purchase of eligible receivables is subject to a maximum amount of $25.0 million of uncollected receivables originated within the

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Index to Notes

United States. The Company services the receivables on behalf of the bank but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds, which are representative of the fair value of factored receivables, less a factoring fee, are reflected in cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows, and the Company did not receive any proceeds in excess of the fair value of factored receivables during the periods presented. During the three-month period ended March 27, 2026, the Company received cash proceeds of $19.0 million from the sales of accounts receivables under this arrangement. As of March 27, 2026, $19.0 million of receivables factored under these arrangements had been sold and removed from the Company’s Consolidated Balance Sheets.

Inventories

Inventories consisted of the following:


(In millions)	March 27, 2026		December 26, 2025
Raw materials	$	267.0	$	208.3
Work in process	178.8		148.4
Finished goods	36.1		34.2
Total	$	481.9	$	390.9

Property, plant and equipment, net

Property, plant and equipment, net, consisted of the following:


(In millions)	March 27, 2026		December 26, 2025
Land	$	5.7	$	5.9
Buildings	53.3		54.3
Leasehold improvements	149.9		148.1
Machinery and equipment	238.3		236.8
Computer equipment and software	96.8		95.9
Furniture and fixtures	4.3		4.2
	548.3		545.2
Accumulated depreciation	(252.9)		(243.0)
Construction in progress	24.0		22.4
Total	$	319.4	$	324.6

Capitalized interest was not significant for the three months ended March 27, 2026, or for the fiscal year ended December 26, 2025.

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Index to Notes

3. FAIR VALUE

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:


			Fair Value Measurement at Reporting Date Using
Description	March 27, 2026		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(In millions)
Other non-current assets:
Plan assets	$	0.3	$	—	$	—	$	0.3
Other liabilities:
Pension obligation	$	2.4	$	—	$	—	$	2.4

			Fair Value Measurement at Reporting Date Using
Description	December 26, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(In millions)
Other non-current assets:
Plan assets	$	0.7	$	—	$	—	$	0.7
Other liabilities:
Pension obligation	$	2.3	$	—	$	—	$	2.3

The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification. As of March 27, 2026, the Company’s aggregate pension benefit obligations was $15.0 million and the fair value of the pension plan assets was $12.9 million, resulting in underfunded pension benefit obligations of $2.1 million. The Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.

There were no transfers in or out of any level during the three months ended March 27, 2026 and March 28, 2025. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources.

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of tangible and identifiable intangible assets acquired, less liabilities assumed in a business combination. During the three months ended March 27, 2026, the Company did not recognize any impairment charges or additions to goodwill. Details of aggregate goodwill of the Company are as follows:


(In millions)	Products		Services		Total
Balance at December 26, 2025	$	114.2	$	—	$	114.2
Balance at March 27, 2026	$	114.2	$	—	$	114.2

Intangible Assets

Intangible assets are generally recorded in connection with business acquisitions and are amortized over their estimated useful lives. The Company evaluates the useful lives of its intangible assets each reporting period and reviews such assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

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Index to Notes

Details of intangible assets were as follows:

As of March 27, 2026

As of December 26, 2025

(Dollars in millions)

Useful Life
(In years)

SEC Form 10-Q filed by Ultra Clean Holdings Inc.