Ultra Clean (NASDAQ: UCTT) extends $250M revolving credit line to 2031

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. entered into a Tenth Amendment to its existing credit agreement, refinancing revolving credit commitments totaling $250 million and extending the revolving credit facility’s maturity to April 23, 2031.

The senior secured credit facility remains available in U.S. dollars and certain other currencies and permits issuance of up to $50 million in letters of credit. Borrowings can be Term SOFR Loans or ABR Loans, each with an applicable margin tied to the company’s Consolidated Secured Net Leverage Ratio.

The amendment requires the company to maintain a maximum Consolidated Secured Net Leverage Ratio of 3.25 to 1.00, or 3.75 to 1.00 following a Material Acquisition, and a minimum Cash Interest Coverage Ratio of 3.00 to 1.00, alongside customary affirmative and negative covenants.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Revolving credit commitments: $250 million Letters of credit capacity: $50 million Facility maturity: April 23, 2031 +3 more

6 metrics

Revolving credit commitments $250 million Aggregate principal amount refinanced under amended facility

Letters of credit capacity $50 million Maximum issuance under the senior secured credit facility

Facility maturity April 23, 2031 Extended maturity date of the revolving credit facility

Max secured net leverage ratio 3.25 to 1.00 Standard covenant, tested quarterly

Max leverage with Material Acquisition 3.75 to 1.00 Applies for reference periods including a Material Acquisition

Minimum cash interest coverage 3.00 to 1.00 Quarterly covenant under the credit agreement

Key Terms

senior secured credit facility, Term SOFR Loans, ABR Loans, Consolidated Secured Net Leverage Ratio, +2 more

6 terms

senior secured credit facility financial

"The Credit Agreement provides for a senior secured credit facility available to the Company"

A senior secured credit facility is a loan or revolving line of credit where lenders have first legal claim on specific company assets (collateral) and the debt ranks above other obligations for repayment. For investors it signals where a lender sits in the repayment pecking order and how much protection creditors have if the company struggles, affecting credit costs, the company’s ability to borrow more, and potential recoveries in a default — like a mortgage taking priority over other claims on a house.

Term SOFR Loans financial

"in the case of “Term SOFR Loans”, the sum of (i) the “Term SOFR”, plus (ii) an applicable margin"

ABR Loans financial

"in the case of “ABR Loans”, the sum of (i) the “ABR”, plus (ii) an applicable margin"

Consolidated Secured Net Leverage Ratio financial

"based upon the then-applicable “Consolidated Secured Net Leverage Ratio” of the Company"

Cash Interest Coverage Ratio financial

"a minimum “Cash Interest Coverage Ratio” of no less than 3.00 to 1.00"

Material Acquisition financial

"or, for any reference period in which a “Material Acquisition” is consummated, 3.75 to 1.00"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2026

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50646	61-1430858
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

26462 Corporate Avenue
Hayward, California		94545
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 576-4400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value		UCTT		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01.  Entry into a Material Definitive Agreement.

On April 23, 2026, Ultra Clean Holdings, Inc. (the “Company“) and the other parties thereto entered into that certain Tenth Amendment (the “Amendment“) to its Credit Agreement originally dated as of August 27, 2018 (as amended by the Amendment, the “Credit Agreement“), among the Company, as parent borrower, Barclays Bank PLC, as administrative agent, and the revolving lenders and other parties thereto. Among other things, the Amendment provided for refinancing revolving credit commitments in an aggregate principal amount of $250 million and extended the maturity of the revolving credit facility to April 23, 2031.

The Credit Agreement provides for a senior secured credit facility available to the Company and the subsidiary borrowers thereunder from time to time in U.S. dollars and other currencies as may be agreed by the revolving lenders thereunder from time to time, and the issuance of up to $50 million in letters of credit. In addition, subject to the terms and conditions set forth in the Credit Agreement, the Company may, at its option, request an increase in the aggregate revolving credit commitments under the Credit Agreement and/or the incurrence of incremental term loans thereunder, in an aggregate principal amount up to the “Incremental Availability Amount” (as defined in the Credit Agreement). The Credit Agreement includes customary representations, warranties, covenants and events of default.

Subject to the terms and conditions set forth in the Credit Agreement, revolving loans under the Credit Agreement will bear interest at a rate equal to, at the Company’s option (A) in the case of “Term SOFR Loans”, the sum of (i) the “Term SOFR”, plus (ii) an applicable margin as set forth therein based upon the then-applicable “Consolidated Secured Net Leverage Ratio” of the Company and (B) in the case of “ABR Loans”, the sum of (i) the “ABR”, plus (ii) an applicable margin as set forth therein based upon the then-applicable “Consolidated Secured Net Leverage Ratio” of the Company.

Pursuant to the Amendment, the Company is obligated to maintain under the Credit Agreement, as of the last day of each fiscal quarter of the Company (A) a maximum “Consolidated Secured Net Leverage Ratio” not to exceed 3.25 to 1.00 (or, for any reference period in which a “Material Acquisition” is consummated, 3.75 to 1.00) and (B) a minimum “Cash Interest Coverage Ratio” of no less than 3.00 to 1.00.

In addition, the Credit Agreement requires ongoing compliance with certain affirmative and negative covenants as described in the Credit Agreement. These negative covenants include restrictions on the Company’s ability to, and the ability of its direct or indirect restricted subsidiaries to, among other things, and in each case subject to certain exceptions set forth in the Credit Agreement, (i) incur additional debt, including guarantees, (ii) create liens upon any of their property, (iii) undertake certain fundamental changes, (iv) sell or otherwise dispose of assets, (v) voluntarily prepay or modify certain restricted debt, (vi) make certain investments and consummate acquisitions, (vii) enter into certain hedging transactions, (viii) engage in transactions with affiliates, (ix) engage in new lines of business, (x) modify certain material contractual obligations or its fiscal year and (xi) enter into certain burdensome agreements.

The foregoing summary of the Credit Agreement is qualified in its entirety by the Tenth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 above is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

10.1	Tenth Amendment, dated as of April 23, 2026, by and among Ultra Clean Holdings, Inc., as parent borrower, the subsidiary guarantors party thereto, Barclays Bank PLC, as administrative agent, and the revolving lenders party thereto.
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:	April 24, 2026	/s/ Paul Cho
		Name:	Paul Cho
		Title:	General Counsel and Secretary

FAQ

What credit facility changes did Ultra Clean Holdings (UCTT) disclose?

Ultra Clean Holdings amended its existing credit agreement, refinancing revolving credit commitments of $250 million and extending the revolving credit facility’s maturity to April 23, 2031. The senior secured structure and core covenant framework remain in place under the updated terms.

What is the size of Ultra Clean Holdings’ revolving credit facility?

The amended credit agreement provides refinancing of revolving credit commitments in an aggregate principal amount of $250 million. This facility is available to Ultra Clean Holdings and certain subsidiaries in U.S. dollars and other agreed currencies, supporting ongoing liquidity and working capital needs.

What leverage and coverage covenants apply to UCTT’s credit agreement?

Ultra Clean must maintain a maximum Consolidated Secured Net Leverage Ratio of 3.25 to 1.00, or 3.75 to 1.00 during a period including a Material Acquisition, and a minimum Cash Interest Coverage Ratio of 3.00 to 1.00, tested as of each fiscal quarter-end.

How much in letters of credit can Ultra Clean Holdings issue under this facility?

The credit agreement permits the issuance of up to $50 million in letters of credit. These letters of credit form part of the senior secured credit facility available to Ultra Clean Holdings and its subsidiary borrowers under the amended revolving structure.

How are interest rates determined on Ultra Clean Holdings’ loans under the agreement?

Revolving loans may be Term SOFR Loans or ABR Loans. Each bears interest at the applicable base rate (Term SOFR or ABR) plus a margin that varies based on Ultra Clean’s then-applicable Consolidated Secured Net Leverage Ratio, as defined in the credit agreement.

What restrictions are included in Ultra Clean’s amended credit agreement?

The credit agreement includes negative covenants limiting additional debt, liens, certain asset sales, fundamental changes, specified investments and acquisitions, hedging transactions, affiliate dealings, changes to lines of business, certain contractual modifications, and entry into burdensome agreements, all subject to stated exceptions in the agreement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.2 MB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB