Ultra Clean Holdings, Inc. (UCTT) 8-K Current Report: March 3, 2026
Filed: March 3, 2026
Information Technology
Semiconductors & Related DevicesUltra Clean Holdings, Inc. (UCTT) 8-K current report filed with SEC EDGAR on March 3, 2026. This page provides AI-powered analysis of reported events and material disclosures, including results of operations, corporate governance changes, agreements, and other triggering events as disclosed under Form 8-K item codes.
Reported 8-K Items3 items
- Item 1.01: Entry into a Material Definitive Agreement
- Item 2.03: Creation of a Direct Financial Obligation
- Item 3.02: Unregistered Sales of Equity Securities
Ultra Clean Holdings, Inc. 8-K Mar 3, 2026 Event Analysis
Item 1.01 · Entry into a Material Definitive Agreement
- • $600M 0% convertible senior notes due March 2031 issued; includes full exercise of $75M greenshoe by initial purchasers
- • Conversion price ~$84.75/share (11.8001 shares per $1,000 principal); callable by company at par from March 2029 if stock trades >130% of conversion price
- • Zero coupon = no cash interest burden, but company must repay full $600M principal at maturity unless converted or redeemed early
- • Capped call transactions purchased for ~$25.1M; cap price $104.07/share (75% premium to Feb 26 stock price), limiting dilution on conversion
- • Net proceeds ~$575M after capped call cost; material liquidity injection likely for debt refinancing, capex, or M&A — strategic use of proceeds not disclosed in this item
Item 2.03 · Creation of a Direct Financial Obligation
- • Item 2.03 covers new debt or financial commitments — the filing text is cut off before disclosing any terms
- • Full details (amount, rate, maturity, purpose) would be in the complete 8-K filing on SEC EDGAR
Item 3.02 · Unregistered Sales of Equity Securities
- • Convertible Notes issued via Rule 144A private placement to qualified institutional buyers
- • Maximum 10,089,120 common shares issuable upon conversion, representing meaningful potential dilution
- • Initial max conversion rate of 16.8152 shares per $1,000 principal amount, subject to anti-dilution adjustments
- • Conversion shares exempt under Securities Act Section 3(a)(9) — no additional registration required
Other Ultra Clean Holdings, Inc. 8-K Filings
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