Ultra Clean Holdings, Inc. (UCTT) issued $600 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031. The notes were issued on March 3, 2026, including an additional $75 million from the initial purchasers' option exercise. The notes are senior, unsecured obligations, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities. They do not bear regular interest and mature on March 15, 2031. Conversion is conditional before December 16, 2030, and at the noteholders' election thereafter until two trading days before maturity. The initial conversion rate is 11.8001 shares per $1,000 principal amount, equating to an initial conversion price of approximately $84.75 per share. The company entered into capped call transactions costing approximately $25.1 million to reduce potential stock dilution upon conversion and/or offset cash payments exceeding the principal amount. The capped call transactions have an initial cap price of $104.0725, representing a 75.0% premium over the common stock's last reported sale price on February 26, 2026. The notes were issued in a private offering to qualified institutional buyers under Rule 144A, with shares upon conversion to be issued under Section 3(a)(9) of the Securities Act. A maximum of 10,089,120 shares of common stock may be issued upon conversion based on the initial maximum conversion rate.