Ultra Clean Holdings, Inc. (UCTT) priced an upsized offering of $525.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private offering. The offering size was increased from the previously announced $400.0 million aggregate principal amount of notes. The company granted the initial purchasers an option to purchase up to an additional $75.0 million principal amount of notes. Ultra Clean estimates net proceeds from the offering to be approximately $511.1 million, or approximately $584.2 million if the initial purchasers fully exercise their option. Net proceeds will be used to fund approximately $21.9 million for capped call transactions, repurchase 672,608 shares of common stock for $40.0 million at $59.47 per share, and the remainder for working capital, prepayment of a portion of the company's outstanding term loan, or other general corporate purposes. The notes will be senior, unsecured obligations, will not bear regular interest, and will mature on March 15, 2031. The initial conversion rate is 11.8001 shares of common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $84.75 per share, which is a 42.5% premium over the last reported sale price of $59.47 per share on February 26, 2026. In connection with the offering, Ultra Clean amended its Credit Agreement to increase the maximum permitted Consolidated Total Gross Leverage Ratio financial maintenance covenant to 6.00 to 1.00 for the fiscal periods ending on or about March 31, 2026, and June 30, 2026.