Technology

Amber International Holding Limited Accelerates Specialized AI Agent Transformation as Q2 Revenue Grows 38.8% Quarter-over-Quarter and Profitability Turns Positive

Published

2 months ago

September 3, 2026

Formally pivoted to building specialized AI agents; Ambre and MIA now in market as the first two products.Total revenue reached US$13.9 million, up 38.8% quarter-over-quarter; US$7.4 million classified as agentic, supporting 79.5% gross margin and positive operating income and Adjusted EBITDA.

SINGAPORE, Sept. 3, 2026 /PRNewswire/ — Amber International Holding Limited (Nasdaq: AMBR) (“Amber International”, “we,” “us,” or the “Company”) today announced Second Quarter 2026 Unaudited Financial Results.

Management Commentary

Michael Wu, Chairman and Chief Executive Officer of Amber International, commented:

“The second quarter was a strong one for us. Revenue reached US$13.9 million, up 38.8% quarter-over-quarter, with gross margin expanding to 79.5%. Operating income and Adjusted EBITDA both turned positive. These results are the first evidence of the strategic direction we are taking.

Two days ago in Hong Kong, we introduced the new AMBR: a company that builds specialized AI agents. This is a deliberate pivot. We were a digital wealth management business; we are becoming a technology company. We are doing so from a position of strength, not as a reaction.

As of this week, we have two agents in the market. Ambre is our consumer agent for personal finance. It delivers the portfolio analysis, signals, monitoring and alerts that relationship managers have long provided to high-net-worth clients, but makes them available more broadly. It works across users’ existing exchange and brokerage accounts and does not place orders — when a user decides to act, they are connected to our expert team. Ambre is currently available by invitation, starting with Amber Premium’s verified client base.

MIA is our marketing agent and the proof that this model produces revenue. Built and scaled inside our wholly-owned marketing businesses, MIA already runs a substantial share of day-to-day campaign operations for more than a hundred enterprise customers. It is now also available as a direct product.

Ambre and MIA are the first two agents, not the full portfolio. Additional agents and the financial framework for the transition will be presented at our Investor Day, which we now expect to hold before year-end. Until then, our priority is disciplined execution on what we have just launched.”

Vicky Wang, President of Amber International, said: “Earlier this week, on September 1, we officially unveiled the new AMBR, focused on building specialized AI agents for high-value, high-stakes use cases. The initial response from clients, partners and the market has been encouraging.

Users want more than another general-purpose AI interface — they want intelligence that understands their context and can help them take action. This is where AMBR has a differentiated foundation: deep domain expertise, trusted financial infrastructure, and experience serving sophisticated users.

Our flagship product, Ambre, applies this approach to personal finance by building a holistic view of the user’s assets and priorities, identifying the signals that matter, and helping users act on them. We are also advancing MIA for growth and marketing workflows. Together, they demonstrate our thesis that the next generation of AI products will move from answering questions to understanding intent and executing complex workflows.

We look forward to sharing more as we expand Ambre, MIA and additional specialized agents.”

Second Quarter and First Half 2026 Highlights

Total Revenue: US$13.9 million in Q2 2026, an increase of 38.8% quarter-over-quarter, bringing first-half 2026 revenue to US$23.9 million.Wealth Management Solutions Revenue: US$5.3 million in Q2 2026, increased from US$4.3 million last quarter, reaching US$9.6 million for the first half of 2026.Agentic Revenue: reached US$7.4 million in Q2 2026, led by initial recognition of higher-margin revenue from A-MM which enhanced the Company’s revenue mix, with the revenue from AI-driven marketing and enterprise solutions.Gross Profit: US$11.1 million in Q2 2026, rose from US$6.8 million last quarter, while gross margin increased from 67.7% to 79.5%. It was US$17.9 million in the first half of 2026, with a gross margin of 74.5%.Non-GAAP Adjusted EBITDA from continuing operations: US$1.9 million in Q2 2026 versus US$3.2 million loss in Q1 2026, bringing first-half 2026 adjusted EBITDA to a loss of US$1.3 million.

Business Developments and Strategic Updates

In the second quarter, the Company advanced its strategic repositioning as a builder of specialized AI agents.

On September 1, the Company formally unveiled the new AMBR brand and introduced its next chapter, focused on building specialized AI agents for high-value, high-stakes use cases. Two agents are now in market:

Ambre, the flagship consumer agent for personal finance, is designed to build a holistic understanding of a user’s assets, priorities and financial context, identify the signals that matter most, and increasingly help users monitor and act on those insights. It works across existing exchange and brokerage accounts and does not place orders. Ambre is currently available by invitation, starting with Amber Premium’s verified client base.

MIA, the specialized agent for growth and marketing workflows, continues to operate at commercial scale within the Company’s wholly-owned marketing businesses and is now also available as a direct product.

Together, Ambre and MIA demonstrate the Company’s thesis that the next generation of AI products will move from answering questions to understanding intent, maintaining context and executing complex workflows on behalf of users.

Agentic revenue reached US$7.4 million in the quarter, including the initial contribution from A-MM. This higher-margin mix supported the expansion of gross margin to 79.5% and the return to positive operating income and Adjusted EBITDA.

The Company expects to provide a fuller view of its agent portfolio and the financial framework for the transition at its Investor Day, anticipated before year-end. Until then, the priority is disciplined execution on the products already in the market.

Share Repurchase Program

On November 26, 2025, the Company announced a share repurchase program authorizing the purchase of up to US$50.0 million of its ADSs over a 12-month period commencing December 1, 2025. As of June 30, 2026, the Company had repurchased a total of 2,636,910 ADSs under this program for an aggregate consideration of approximately US$5.8 million. As of June 30, 2026, approximately US$44.2 million remained available for future repurchases under the program, providing significant capacity for opportunistic repurchases alongside continued growth investment.

Second Quarter 2026 Financial Results Summary

The following table sets forth the key financial metrics of the Company for the periods indicated.

Three Months Ended

(US$ in thousands, except per share data; unaudited)

June 30,

2026

June 30,

2025*

Percentage
change

March 31,

2026

Percentage
change

Financial Metrics:

Revenue[1]

Digital Assets Platform Revenue

6,564

14,412

(54.5 %)

5,691

15.3 %

Wealth Management Solutions

5,312

11,544

(54.0 %)

4,257

24.8 %

Execution Solutions

737

2,010

(63.3 %)

859

(14.2 %)

Payment Solutions

515

858

(40.0 %)

575

(10.4 %)

Agentic Revenue

7,357

4,536

62.2 %

4,337

69.6 %

Total revenue

13,921

18,948

(26.5 %)

10,028

38.8 %

Gross profit

11,064

14,583

(24.1 %)

6,788

63.0 %

Operating income/(loss)

1,035

(787)

N/M

(3,192)

N/M

Net income/(loss) from continuing operations

1,472

750

96.3 %

(3,728)

N/M

Diluted net income/(loss) from continuing operations

per American Depositary Shares (“ADS”)

0.02

0.01

100.0 %

(0.04)

N/M

Adjusted EBITDA from continuing operations[2]

1,866

170

997.6 %

(3,190)

N/M

Adjusted net income/(loss) from continuing

operations[2]

1,482

(301)

N/M

(3,502)

N/M

Diluted adjusted net income/(loss) per ADS from

continuing operations[2]

0.02

(0.00)

N/M

(0.04)

N/M

[1] Beginning in the second quarter of 2026, the Company introduced (i) “Digital Assets Platform Revenue,” comprising the revenue from Wealth
Management Solutions, Execution Solutions, and Payment Solutions, and (ii) “Agentic Revenue”, comprising the revenue generated from A-MM
(Agentic Market Making) and Marketing and Enterprise Solutions to better reflect the evolution of its AI-enabled business model. Comparative
period information has been conformed to the current presentation. Any discrepancies on announcement between the amounts identified as total
amounts and the sum of the amounts listed therein are due to rounding.

[2] For more details on these non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliations of GAAP and Non-GAAP
Results” set forth at the end of this press release.

* Certain operations were classified as held-for-sale starting from the third quarter of 2025, and we completed one of the disposals in October 2025. The disposed business was deconsolidated from the Company upon the respective disposal and the results of the held-for-sale and disposed businesses are reflected in the consolidated financial statements as discontinued operations accordingly.

Revenue for the second quarter of 2026 increased 38.8% quarter-over-quarter from US$10.0 million in the prior quarter to US$13.9 million. The addition of revenue from A-MM this quarter further broadened the Company’s revenue base, alongside the growth in institutional-grade wealth management platforms.

Revenue from Wealth Management Solutions was US$5.3 million in the second quarter of 2026, up from US$4.3 million last quarter, driven by stronger demand across the Company’s diversified and newly launched investment products and services.Revenue from Execution Solutions was US$0.7 million in the second quarter of 2026, versus US$0.9 million last quarter, due to lower trading volumes resulting from broader macroeconomic conditions, partially offset by a higher realized fee rate during the quarter.Revenue from Payment Solutions was US$0.5 million in the second quarter of 2026, versus US$0.6 million last quarter, with continued momentum in stablecoin-based payment flows for risk-off positioning and treasury management partially offsetting the impact of market-driven fluctuations.Agentic Revenue consists of (i) revenue generated from A-MM (Agentic Market Making), the first flagship component of the Company’s A-Suite agent-native liquidity operations system and designated market-making infrastructure platform which offers integrated technology, platform and operational services. It was US$3.5 million in the initial recognition this quarter, establishing a strategic new growth driver and advancing the Company’s ongoing AI adoption, and (ii) Marketing and Enterprise Solutions revenue of US$3.8 million in the second quarter of 2026, compared to US$4.3 million last quarter, reflected the Company’s strategic decision to optimize its portfolio, including realignment of resources away from lower margin consumers and marketers.

Combined revenue from Digital Assets Platform and A-MM reached US$10.1 million in the second quarter of 2026, exceeding the Company’s previously communicated Amber Premium revenue outlook of US$9.0 million to US$10.0 million, which was provided prior to the introduction of A-MM as a new revenue stream under Amber Premium. Digital Assets Platform Revenue contributed US$6.6 million, and A-MM contributed US$3.5 million revenue during the quarter.

Gross profit increased to US$11.1 million in the second quarter of 2026 from US$6.8 million last quarter, while gross profit margin reached 79.5% in the second quarter of 2026, from 67.7% last quarter. These improvements were driven by a more favorable higher-margin business mix, including the contributions from our new agentic revenue from A-MM and the core Wealth Management Solutions.

Total operating expenses remained stable at US$10.0 million in the second quarter of 2026. The disciplined cost management demonstrated the scalability of our operations through the integration of AI capabilities across the business and the ongoing transition of our business to an AI-driven operating model.

Operating income improved to US$1.0 million in the second quarter of 2026, turning positive from an operating loss of US$3.2 million last quarter, contributed by stronger gross profit performance and new higher-margin A-MM business.

Other gains, net were US$0.4 million in the second quarter of 2026, versus US$0.6 million other losses, net last quarter. The results in the second quarter of 2026 mainly benefited from a more favorable unrealized fair value change of crypto assets loan receivables and digital assets.

Net income from continuing operations achieved US$1.5 million in the second quarter of 2026, compared to net loss of US$3.7 million last quarter.

Adjusted EBITDA from continuing operations strengthened to US$1.9 million profitability in the second quarter of 2026, from a loss of US$3.2 million last quarter.

Adjusted net income from continuing operations was US$1.5 million, improved from adjusted net loss of US$3.5 million last quarter.

As of June 30, 2026, the Company had cash and cash equivalents, time deposits and restricted cash of US$34.2 million, compared to US$33.9 million as of December 31, 2025.

Withdrawal of Outlook

In view of the Company’s strategic transition towards an agentic AI company, the management has determined that the previously issued financial guidance is no longer an appropriate measure of the Company’s future performance. Accordingly, we are withdrawing our financial guidance while we evaluate the financial impact of the new business initiatives. The Company expects to provide updated guidance once sufficient operating history and forecasting visibility have been established.

Conference Call

The Company will host an earnings conference call at 8:00 AM U.S. Eastern Time on September 3, 2026 (8:00 PM Singapore time on September 3, 2026). Participants are asked to use one of the following teleconferencing numbers to participate in the call and reference the Access ID number 13762457. The Company requests that participants dial in 10 minutes before the conference call begins.

Participant Dial-in Numbers:
Toll Free: 1-844-539-3703
Toll/International: 1-412-652-1273

The conference call will also be available via a live webcast
https://viavid.webcasts.com/starthere.jsp?ei=1774230&tp_key=5a46e93419

Replay Dial-in Numbers:
Toll Free: 1-844-512-2921
Toll/International: 1-412-317-6671
Replay Pin Number: 13762457

A replay of the call will be available on Thursday, September 3, 2026, after 12:00 PM ET through Thursday, September 17, 2026 at 11:59 PM ET.

The Company’s earnings release and investor presentation will be available shortly after issuance in the Investor Relations section of Amber International’s website at https://ir.ambr.io.

About Amber International Holding Limited

Amber International Holding Limited (Nasdaq: AMBR), is a technology company that builds specialized AI agents for high-value, high-stakes use cases. Drawing on deep domain expertise, trusted financial infrastructure, and experience serving sophisticated users, the Company develops agents that move beyond answering questions to understanding intent, maintaining context, and executing complex workflows on behalf of users. Its first two agents are in the market: Ambre, a consumer agent for personal finance, and MIA, an agent for growth and marketing workflows. Headquartered in Singapore, Amber International is listed on the Nasdaq Stock Market. For more information, visit https://ir.ambr.io.

Non-GAAP Financial Measures

The Company uses adjusted EBITDA from continuing operations, adjusted net income/(loss) from continuing operations, and diluted adjusted net income/(loss) from continuing operations per ADS, each a non-GAAP financial measure, in evaluating the Company’s operating results and for financial and operational decision-making purposes. The Company believes that adjusted EBITDA from continuing operations, adjusted net income/(loss) from continuing operations, and diluted adjusted net income/(loss) from continuing operations per ADS help identify underlying trends in the Company’s business that could otherwise be distorted by the effect of the expenses and gains that the Company includes in net income/(loss). The Company believes that adjusted EBITDA from continuing operations and adjusted net income/(loss) from continuing operations provide useful information about the Company’s operating results, enhance the overall understanding of the Company’s past performance and future prospects, assess operating performance on a consistent basis, and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

Adjusted EBITDA from continuing operations, adjusted net income/(loss) from continuing operations, and diluted adjusted net income/(loss) from continuing operations per ADS should not be considered in isolation or construed as an alternative to net income/(loss) or any other measure of performance or as an indicator of the Company’s operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA from continuing operations, adjusted net income/(loss) from continuing operations, and diluted adjusted net income/(loss) from continuing operations per ADS presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. The Company encourages investors and others to review the Company’s financial information in its entirety and not rely on a single financial measure.

For more information on these non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

These non-GAAP financial measures were presented with the most directly comparable GAAP financial measures together for facilitating a more comprehensive understanding of operating performance between periods.

Important Notice Regarding Preliminary Financial Information

The financial information presented herein is preliminary and unaudited, and is subject to change in connection with the completion of the Company’s financial closing and audit procedures.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements, including, among others, risks and uncertainties related to the Company’s strategic transition, including its ability to execute its strategy and manage the transition and the launch, development, performance, and market adoption of its products and any additional specialized AI agents. Further information regarding these and other risks is included in the Company’s annual reports on Form 20-F and other filings with the SEC. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

Media & Investor Contacts

In Asia:
Amber International Holding Limited
Media Relations Team
Phone: +65 6022 0228
E-mail: pr@ambr.io | ir@ambr.io

In the United States:
International Elite Capital Inc.
Annabelle Zhang
Phone: +1 (646) 866-7928
E-mail: amber@iecapitalusa.com

(financial tables follow)

AMBER INTERNATIONAL HOLDING LIMITED

Unaudited Condensed Consolidated Statements of Comprehensive Income/(Loss)

(US$’000, except share data and per share data, or otherwise noted)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

June 30, 2025

Continuing operations

Revenue

13,921

18,948

10,028

23,949

33,455

Cost of revenue

(2,857)

(4,365)

(3,240)

(6,097)

(7,924)

Gross profit

11,064

14,583

6,788

17,852

25,531

Operating expenses

Research and development expenses

(1,561)

(4,585)

(1,541)

(3,102)

(7,968)

Sales and marketing expenses

(2,165)

(2,480)

(2,289)

(4,454)

(3,223)

General and administrative expenses

(6,303)

(8,305)

(6,150)

(12,453)

(14,279)

Total operating expenses

(10,029)

(15,370)

(9,980)

(20,009)

(25,470)

Operating income/(loss)

1,035

(787)

(3,192)

(2,157)

Finance income, net

176

Other gains/(losses), net

419

1,548

(615)

(196)

1,604

Income/(loss) from continuing operations before

share of losses from an equity investee and income

tax (expense)/credit

1,534

773

(3,711)

(2,177)

1,715

Share of losses from an equity investee

(9)

(24)

(11)

(20)

(24)

Income/(loss) from continuing operations before

income tax (expense)/credit

1,525

749

(3,722)

(2,197)

1,691

Income tax (expense)/credit

(53)

(6)

(59)

(4)

Net income/(loss) from continuing operations

1,472

750

(3,728)

(2,256)

1,687

Net income attributable to non-controlling interests

—

Net income/(loss) from continuing operations

attributable to the Company’s ordinary

shareholders

1,472

750

(3,728)

(2,256)

1,687

Discontinued operations

Net income/(loss) from discontinued operations

(22)

(4)

(43)

Net loss attributable to non-controlling interests

—

Net income/(loss) from discontinued operations

attributable to the Company’s ordinary

shareholders

(9)

(4)

(15)

Net income/(loss)

1,498

728

(3,732)

(2,234)

1,644

Net income/(loss) attributable to the Company’s

ordinary shareholders

1,498

741

(3,732)

(2,234)

1,672

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

June 30, 2025

Net income/(loss) from continuing operations

1,472

750

(3,728)

(2,256)

1,687

Other comprehensive loss:

Foreign currency translation adjustment, net of

US$nil tax

(1,298)

(115)

(417)

(1,715)

(115)

Comprehensive income/(loss) from continuing

operations attributable to the Company’s

ordinary shareholders

174

635

(4,145)

(3,971)

1,572

Net income/(loss) from discontinued operations

(22)

(4)

(43)

Other comprehensive income/(loss):

Foreign currency translation adjustment, net of

US$nil tax

—

Comprehensive income/(loss) from discontinued

operations

(22)

(4)

(43)

Comprehensive loss from discontinued operations

attributable to noncontrolling interests

—

(24)

—

(24)

Comprehensive income/(loss) from discontinued

operations attributable to the Company’s

ordinary shareholders

(46)

(4)

(67)

Comprehensive income/(loss) attributable to the

Company’s ordinary shareholders

200

589

(4,149)

(3,949)

1,505

Net income/(loss) from continuing operations per

ADS attributable to the Company’s ordinary

shareholders

— Basic

0.02

0.01

(0.04)

(0.02)

0.02

— Diluted

0.02

0.01

(0.04)

(0.02)

0.02

Weighted average number of ADS used in per share

calculation:

— Basic

93,840,552

90,548,508

93,837,525

93,839,047

79,493,454

— Diluted

93,870,041

90,551,286

93,837,525

93,839,047

79,496,261

Net income/(loss) from discontinued operations per

ADS attributable to the Company’s ordinary

shareholders

— Basic

0.00

(0.00)

0.00

(0.00)

— Diluted

0.00

(0.00)

0.00

(0.00)

Weighted average number of ADS used in per share

calculation:

— Basic

93,840,552

90,548,508

93,837,525

93,839,047

79,493,454

— Diluted

93,870,041

90,548,508

93,837,525

93,865,074

79,493,454

Net income/(loss) per ADS attributable to the

Company’s ordinary shareholders

— Basic

0.02

0.01

(0.04)

(0.02)

0.02

— Diluted

0.02

0.01

(0.04)

(0.02)

0.02

Weighted average number of ADS used in per share

calculation:

— Basic

93,840,552

90,548,508

93,837,525

93,839,047

79,493,454

— Diluted

93,870,041

90,551,286

93,837,525

93,839,047

79,496,261

AMBER INTERNATIONAL HOLDING LIMITED

Unaudited Condensed Consolidated Statements of Financial Position

(US$’000)

As of June 30, 2026

As of December 31, 2025

Assets

Current assets

Cash and cash equivalents, time deposits and restricted cash

34,248

33,902

Trade and other receivables

12,246

16,625

Crypto assets loan receivables

57,788

42,141

Digital assets

52,111

45,958

Financial assets at fair value through profits or loss

13,647

22,084

Derivative financial assets

—

316

Amounts due from related parties

60,081

32,341

Collateral receivables

8,534

3,407

Income tax recoverable

141

Assets held for sale

Total current assets

238,722

196,932

Non-current assets

Goodwill

53,136

Intangible assets

2,720

2,949

Other assets

3,470

3,362

Total non-current assets

59,326

59,447

Total assets

298,048

256,379

Liabilities and equity

Current liabilities

Trade and other payables

11,192

13,427

Collateral payables

75,558

10,941

Contract liabilities

8,232

8,575

Liabilities due to customers

49,624

61,351

Amount due to related parties

47,723

48,031

Derivative financial liabilities

—

316

Lease liabilities

874

867

Income tax payable

438

513

Liabilities held for sale

1,265

1,277

Total current liabilities

194,906

145,298

Non-current liabilities

Lease liabilities

274

722

Other liabilities

Total non-current liabilities

321

769

Total liabilities

195,227

146,067

Equity

Share capital

86,480

90,061

Accumulated losses

(35,373)

(33,139)

Reserve

51,714

53,390

Total equity

102,821

110,312

Total equity and liabilities

298,048

256,379

AMBER INTERNATIONAL HOLDING LIMITED

Unaudited Reconciliations of GAAP and Non-GAAP Results

(US$’000, except share data and per share data, or otherwise noted)

Adjusted EBITDA from continuing operations represents net income/(loss) from continuing operations before (i) depreciation and

amortization, (ii) finance income, net, (iii) income tax expense/(credit), (iv) share-based compensation, (v) other gains, net, (vi)

unrealized loss in fair value of digital assets, and (vii) cost related to merger.

The table below sets forth a reconciliation of the Company’s adjusted EBITDA from continuing operations from net income/(loss)

from continuing operations for the periods indicated:

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

June 30, 2025

Net income/(loss) from continuing operations

1,472

750

(3,728)

(2,256)

1,687

Add/(less):

Depreciation and amortization

411

484

402

813

621

Finance income, net

(80)

(12)

(96)

(176)

(50)

Income tax expense/(credit)

(1)

EBITDA from continuing operations

1,856

1,221

(3,416)

(1,560)

2,262

Add/(less):

Share-based compensation

178

805

Other gains, net[3]

(353)

(1,641)

(515)

(868)

(1,754)

Unrealized loss in fair value of digital assets

337

—

728

1,065

—

Cost related to merger[4]

—

412

—

444

Adjusted EBITDA from continuing operations

1,866

170

(3,190)

(1,324)

1,757

Adjusted net income/(loss) from continuing operations represents net income/(loss) from continuing operations before (i) share

-based compensation, (ii) other gains, net, (iii) unrealized loss in fair value of digital assets, and (iv) cost related to merger. There

are no material tax effects on these non-GAAP adjustments.

The table below sets forth a reconciliation of the Company’s adjusted net income/(loss) from continuing operations from net

income/(loss) from continuing operations for the periods indicated:

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

June 30, 2025

Net income/(loss) from continuing operations

1,472

750

(3,728)

(2,256)

1,687

Add/(less):

Share-based compensation

178

805

Other gains, net[3]

(353)

(1,641)

(515)

(868)

(1,754)

Unrealized loss in fair value of digital assets

337

—

728

1,065

—

Cost related to merger[4]

—

412

—

444

Adjusted net income/(loss) from continuing
operations

1,482

(301)

(3,502)

(2,020)

1,182

[3] Other gains, net has been adjusted out, except for (i) amounts of (US$66 thousand), US$93 thousand, US$1,130 thousand, US$1,064 thousand
and US$150 thousand in relation to realized and unrealized (gain)/loss in fair value of digital assets, net for the three months ended June 30,
2026, June 30, 2025, March 31, 2026 and for the six months ended June 30, 2026 and 2025, respectively.

[4] Cost related to the merger relates to legal and professional fees.

The diluted adjusted net income/(loss) from continuing operations per ADS for the periods indicated are calculated as follows:

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

March 31, 2026

June 30, 2026

June 30, 2025

Net income/(loss) from continuing operations

1,472

750

(3,728)

(2,256)

1,687

Add: Non-GAAP adjustments

(1,051)

226

236

(505)

Adjusted net income/(loss) from continuing
operations

1,482

(301)

(3,502)

(2,020)

1,182

Denominator for diluted net income/(loss) from

continuing operations per ADS – Weighted average

ADS outstanding

93,870,041

90,551,286

93,837,525

93,839,047

79,496,261

Denominator for diluted adjusted net income/(loss)

from continuing operations per ADS – Weighted

average ADS outstanding

93,870,041

90,548,508

93,837,525

93,839,047

79,496,261

Diluted net income/(loss) from continuing operations

per ADS

0.02

0.01

(0.04)

(0.02)

0.02

Add: Non-GAAP adjustments

0.00

(0.01)

0.00

(0.01)

Diluted adjusted net income/(loss) from continuing

operations per ADS

0.02

(0.00)

(0.04)

(0.02)

0.01

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SOURCE AMBR

Technology

Sandbox VR Expands in Miami Area with Second Location at The Falls, Opening October 30

Published

5 minutes ago

October 27, 2026

Sandbox VR brings the ‘best virtual reality experience on the planet’ to The Falls

MIAMI, Oct. 27, 2026 /PRNewswire/ — Sandbox VR, the world’s premier venue for virtual reality experiences, will open its second location in the Greater Miami area on October 30 at The Falls. The more than 4,100-square-foot venue at 8888 SW 136th Street, Unit 407A, will be operated by Immersa Entertainment LLC and franchise operators Carolina Brost and William Santiago. Guests who book online by October 29 can save 25% on tickets at https://sandboxvr.com/miami/the-falls.

Sandbox VR Opens October 30 at The Falls in Greater Miami: Celebrate with 25% Off When You Book by October 29

The Falls is a 55-acre open-air shopping, dining and entertainment destination in South Florida. Sandbox VR’s new venue includes four private holodecks where groups of up to six guests suit up with headsets, haptic vests, and motion trackers for full-body immersion. The technology allows players to see and physically interact with one another, creating the feeling of living inside the action together. After each session, guests receive personalized highlight videos to relive and share their adventure.

“As local business owners, we believe entertainment should be more than just an activity – it should be an opportunity to bring people together, create lasting memories, and strengthen our community. Opening our second entertainment venue with a franchise of Sandbox VR is an exciting next chapter in our commitment to delivering exceptional experiences. Our priority has always been to provide a safe, fun, and welcoming environment where families, friends, and colleagues can enjoy innovative, high-quality entertainment. We are proud to bring this world-class immersive experience to The Falls and look forward to continuing to serve the South Florida community that has supported us throughout our journey,” said Carolina Brost and William Santiago, Owners, Sandbox VR The Falls.

Sandbox VR operates both corporate-owned locations and a robust franchise program, and recently hit $300M in lifetime sales while scaling to 100 global locations across five continents and 13 countries since launching in 2016. The company is redefining group entertainment with immersive experiences that transform any outing into lasting memories. Built by a team of veteran developers from EA, Sony, and Ubisoft, Sandbox VR delivers full-body immersion through exclusive content and original experiences, including the recently launched Stranger Things: Catalyst, in collaboration with Netflix, and the new Age of Dinosaurs experience in partnership with the Natural History Museum of London and leading dinosaur experts.

Sandbox VR provides an unparalleled entertainment experience with over 250,000 five-star reviews from guests worldwide. With over 6 million lifetime tickets sold across five continents, the company has established itself as the global leader in location-based virtual reality. Sandbox VR is backed by Andreessen Horowitz, Alibaba Entrepreneurs Fund, Gobi Partners, Craft, and Stanford University, along with individuals such as Kevin Durant, Justin Timberlake, and Katy Perry.

To learn more or book an experience at Sandbox VR The Falls, visit https://sandboxvr.com/miami/the-falls.

ABOUT SANDBOX VR
Sandbox VR is the world’s premier destination for location-based virtual reality experiences. Operating across 100 venues around the globe through a franchise and corporate-owned model, Sandbox VR attracts over 150,000 guests each month. Sandbox VR gives guests the opportunity to step out of everyday reality into unforgettable adventures through group-play immersive experiences. Using a proprietary full-body VR platform, the company develops original and licensed content, including exclusive experiences like Stranger Things: Catalyst and Squid Game Virtuals in collaboration with Netflix, and the Sandbox VR original Deadwood series. With over 6 million tickets sold worldwide, Sandbox VR has become a leader in immersive entertainment, combining premium technology with emotionally engaging storytelling. Recognized as one of Fast Company’s Most Innovative Companies and a two-time honoree on the Inc. 5000 list of America’s fastest-growing private companies, Sandbox VR is headquartered in San Francisco with offices in Hong Kong and Vancouver. The company has raised over $70 million from investors, including Andreessen Horowitz, Alibaba Entrepreneurs Fund, Gobi Partners and Craft, with individual backers including Justin Timberlake, Kevin Durant, and Will Smith.

Media Contact:
Carolina Brost, Owner
Immersa Entertainment LLC
dba Sandbox VR The Falls
(786) 530-2020
sandboxvr.thefalls@gmail.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/sandbox-vr-expands-in-miami-area-with-second-location-at-the-falls-opening-october-30-302921236.html

SOURCE Sandbox VR

Technology

10x Genomics to Participate in the 2026 Jefferies Global Healthcare Conference

Published

5 minutes ago

October 27, 2026

PLEASANTON, Calif., Oct. 27, 2026 /PRNewswire/ — 10x Genomics, Inc. (Nasdaq: TXG), the life science technology leader focused on accelerating science and advancing human health, announced today that members of its management team will participate in a fireside chat at the 2026 Jefferies Global Healthcare Conference in London on Tuesday, November 17, at 4:30 p.m. Greenwich Mean Time.

Interested parties may access a live webcast of the fireside chat on the “Investors” section of the company’s website at: https://investors.10xgenomics.com/. The webcast will be archived and available for replay for at least 30 days after the event.

About 10x Genomics

10x Genomics is a life science technology company building products to accelerate the mastery of biology and advance human health. Our integrated research solutions include instruments, consumables and software for single cell and spatial biology, which help academic and translational researchers and biopharmaceutical companies understand biological systems at a resolution and scale that matches the complexity of biology. Our products are behind breakthroughs in oncology, immunology, neuroscience and more, fueling powerful discoveries that are transforming the world’s understanding of health and disease. To learn more, visit 10xgenomics.com or connect with us on LinkedIn, X, Facebook, Bluesky or YouTube.

Disclosure Information

10x Genomics uses filings with the Securities and Exchange Commission, our website (www.10xgenomics.com), press releases, public conference calls, public webcasts and our social media accounts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Contacts

Investors: investors@10xgenomics.com

Media: media@10xgenomics.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/10x-genomics-to-participate-in-the-2026-jefferies-global-healthcare-conference-302921150.html

SOURCE 10x Genomics, Inc.

Technology

Ultra Clean Reports Third Quarter 2026 Financial Results

Published

6 minutes ago

October 27, 2026

HAYWARD, Calif., Oct. 27, 2026 /PRNewswire/ — Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 25, 2026.

Highlights for the Third Quarter 2026 were as follows:

Record revenue of $759 million, up 18% compared to Q2 2026 and up 49% compared to Q3 2025.GAAP gross margin of 16.9% and non-GAAP gross margin of 17.3%.GAAP EPS of $0.85 and non-GAAP EPS of $1.15.

“UCT delivered another strong quarter of growth and solid operational performance, as we responded with speed and agility to scale production and meet accelerating customer demand,” said James Xiao, CEO. “We are positioning UCT to capture more value from this next phase of AI-driven industry expansion by co-innovating with our customers, developing more advanced solutions, and executing with focus and discipline. Through UCT 3.0, we are building a more agile and efficient company that is well positioned to anticipate customer needs, accelerate innovation, and translate industry growth into lasting shareholder value.”

Third Quarter 2026 GAAP Financial Results
Total revenue was $759.0 million. Products contributed $681.9 million and Services added $77.1 million. Total gross margin was 16.9%, operating margin was 7.1%, and net income was $39.1 million or $0.85 per diluted share. This compares to total revenue of $644.9 million, gross margin of 16.1%, operating margin of 4.6%, and net income of $8.7 million or $0.19 per diluted share, in the prior quarter.

Third Quarter 2026 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 17.3%, operating margin was 9.0%, and net income was $53.2 million or $1.15 per diluted share. This compares to gross margin of 16.7%, operating margin of 7.0%, and net income of $32.3 million or $0.70 per diluted share, in the prior quarter.

Fourth Quarter 2026 Outlook
The Company expects revenue in the range of $800 million to $860 million. The Company expects GAAP diluted net income per share to be between $1.02 and $1.26, and non-GAAP diluted net income per share to be between $1.11 and $1.35.

Conference Call
The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay of the call will be available by dialing 1-888-660-6345 or 1-646-517-4150 and entering the confirmation code 33664#. The Webcast will be available on the Investor Relations section of the Company’s website at http://uct.com/investors/events/.

About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Use of Non-GAAP Measures
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company’s operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors’ ability to view the Company’s results from management’s perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.

The Company defines non-GAAP net income as net loss before amortization of intangible assets, stock-based compensation, restructuring charges, debt refinancing costs, legal-related costs, unrealized loss (gain) on foreign exchange, VAT settlement, and the tax effects of the foregoing adjustments.

A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.

Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, “forward-looking statements” (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as “anticipates,” “projection,” “outlook,” “forecast,” “believes,” “plan,” “expect,” “future,” “intends,” “may,” “will,” “estimates,” “see,” “predicts,” “should” and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our annual report on Form 10-K for the year ended December 26, 2025, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:
Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share data)

Three Months Ended

Nine Months Ended

September 25, 2026

September 26, 2025

September 25, 2026

September 26, 2025

Revenues:

Products

$ 681.9

$ 445.0

$ 1,720.3

$ 1,356.9

Services

77.1

65.0

217.3

190.4

Total revenues

759.0

510.0

1,937.6

1,547.3

Cost of revenues:

Products

575.7

380.4

1,465.2

1,163.9

Services

54.9

47.4

155.9

137.8

Total cost of revenues

630.6

427.8

1,621.1

1,301.7

Gross profit

128.4

82.2

316.5

245.6

Operating expenses:

Research and development

8.8

7.8

26.1

23.2

Sales and marketing

15.9

15.1

47.8

45.5

General and administrative

50.0

48.7

148.1

144.1

Impairment of goodwill

—

151.1

Total operating expenses

74.7

71.6

222.0

363.9

Income (loss) from operations

53.7

10.6

94.5

(118.3)

Interest income

1.4

1.1

3.8

3.0

Interest expense

(1.5)

(9.9)

(9.8)

(29.9)

Other expense, net

(2.5)

(1.2)

(3.2)

(2.5)

Income (loss) before provision for income taxes

51.1

0.6

85.3

(147.7)

Provision for income taxes

10.3

8.7

47.5

23.3

Net income (loss)

40.8

(8.1)

37.8

(171.0)

Less: Net income attributable to noncontrolling interests

1.7

2.8

7.9

6.9

Net income (loss) attributable to UCT

$ 39.1

$ (10.9)

$ 29.9

$ (177.9)

Net income (loss) per share attributable to UCT common stockholders:

Basic

$ 0.86

$ (0.24)

$ 0.66

$ (3.93)

Diluted

$ 0.85

$ (0.24)

$ 0.65

$ (3.93)

Shares used in computing net income (loss) per share:

Basic

45.4

45.3

45.2

Diluted

46.2

45.4

46.2

45.2

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions)

September 25,
2026

December 26,
2025

ASSETS

Current assets:

Cash and cash equivalents

$ 270,9

$ 311,8

Accounts receivable, net of allowance for credit losses

272,4

208,8

Inventories

723,3

390,9

Prepaid expenses and other current assets

67,6

48,2

Total current assets

1 334,2

959,7

Property, plant and equipment, net

344,4

324,6

Goodwill

114,2

Intangible assets, net

136,4

156,8

Deferred tax assets, net

4,1

3,5

Operating lease right-of-use assets

156,3

157,2

Other non-current assets

14,8

13,0

Total assets

$ 2 104,4

$ 1 729,0

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

$ —

$ 9,9

Accounts payable

335,2

194,9

Accrued compensation and related benefits

63,3

51,1

Operating lease liabilities

22,3

20,2

Other current liabilities

57,8

24,6

Total current liabilities

478,6

300,7

Long-term debt

635,1

467,0

Deferred tax liabilities

13,7

13,8

Operating lease liabilities

152,7

156,6

Other liabilities

11,0

6,8

Total liabilities

1 291,1

944,9

Equity:

UCT stockholders’ equity:

Common stock

0,1

Additional paid-in capital

601,6

578,7

Common shares held in treasury

(88,7)

(48,4)

Retained earnings

219,1

189,2

Accumulated other comprehensive loss

(4,6)

(8,6)

Total UCT stockholders’ equity

727,5

711,0

Noncontrolling interests

85,8

73,1

Total equity

813,3

784,1

Total liabilities and equity

$ 2 104,4

$ 1 729,0

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

Nine Months Ended

September 25,
2026

September 26,
2025

(In millions)

Cash flows from operating activities:

Net income (loss)

$ 37.8

$ (171.0)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

37.5

35.5

Amortization of intangible assets

20.4

21.2

Stock-based compensation

17.2

14.4

Amortization of debt issuance costs

2.5

2.1

Loss on extinguishment of debt

3.4

—

Loss on disposal of property, plant and equipment

1.2

0.7

Impairment of goodwill

—

151.1

Change in the fair value of financial instruments

—

(0.1)

Deferred income taxes

(0.6)

0.4

Changes in assets and liabilities:

Accounts receivable

(63.6)

41.6

Inventories

(332.4)

(1.2)

Prepaid expenses and other current assets

(16.0)

(6.3)

Other non-current assets

0.0

(1.0)

Accounts payable

131.1

(22.8)

Accrued compensation and related benefits

12.2

(0.6)

Income taxes payable

3.3

(12.1)

Operating lease right-of-use assets and operating lease liabilities

(0.9)

10.2

Other liabilities

30.2

(4.6)

Net cash provided by (used in) operating activities

(116.7)

57.5

Cash flows from investing activities:

Purchases of property, plant and equipment

(45.3)

(40.2)

Proceeds from sale of equipment

0.1

3.2

Net cash used in investing activities

(45.2)

(37.0)

Cash flows from financing activities:

Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees

34.0

—

At-the-market offering costs for the issuance of common stock

(0.1)

—

Proceeds from the issuance of convertible notes

600.0

—

Borrowings on revolving credit facility

50.0

—

Proceeds from bank borrowings

—

59.3

Extinguishment of bank borrowings

—

(59.3)

Proceeds from issuance of common stock

1.1

Payment of debt issuance costs

(17.4)

(0.6)

Repurchase of common stock

(40.0)

(3.4)

Payment for capped call transactions

(25.1)

—

Principal payments on bank borrowings

(481.5)

(18.2)

Employees’ taxes paid upon vesting of restricted stock units

(4.3)

(1.1)

Payments of dividends to a joint venture shareholder

(0.1)

Net cash provided by (used in) financing activities

116.6

(22.3)

Effect of exchange rate changes on cash and cash equivalents

4.4

2.0

Net increase (decrease) in cash and cash equivalents

(40.9)

0.2

Cash and cash equivalents at beginning of period

311.8

313.9

Cash and cash equivalents at end of period

$ 270.9

$ 314.1

ULTRA CLEAN HOLDINGS, INC.

REPORTABLE SEGMENTS

GAAP TO NON-GAAP RECONCILIATION

(Unaudited; dollars in millions)

GAAP

Non-GAAP

Three Months Ended

September 25, 2026

Products

Services

Consolidated

Products

Services

Consolidated

Revenues

$ 681.9

$ 77.1

$ 759.0

$ 681.9

$ 77.1

$ 759.0

Gross profit

$ 106.2

$ 22.2

$ 128.4

$ 108.3

$ 23.2

$ 131.5

Gross margin

15.6 %

28.8 %

16.9 %

15.9 %

30.1 %

17.3 %

Income from operations

$ 46.7

$ 7.0

$ 53.7

$ 58.1

$ 10.5

$ 68.6

Operating margin

6.8 %

9.1 %

7.1 %

8.5 %

13.6 %

9.0 %

Three Months Ended

September 25, 2026

Products

Services

Consolidated

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)

Reported gross profit on a GAAP basis

$ 106.2

$ 22.2

$ 128.4

Amortization of intangible assets (1)

1.3

1.0

2.3

Stock-based compensation expense (2)

0.6

—

0.6

Restructuring charges (3)

0.2

—

0.2

Non-GAAP gross profit

$ 108.3

$ 23.2

$ 131.5

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

15.6 %

28.8 %

16.9 %

Amortization of intangible assets (1)

0.2 %

1.3 %

0.3 %

Stock-based compensation expense (2)

0.1 %

— %

0.1 %

Restructuring charges (3)

0.0 %

— %

0.0 %

Non-GAAP gross margin

15.9 %

30.1 %

17.3 %

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)

Reported income from operations on a GAAP basis

$ 46.7

$ 7.0

$ 53.7

Amortization of intangible assets (1)

3.9

2.9

6.8

Stock-based compensation expense (2)

6.3

0.6

6.9

Restructuring charges (3)

0.6

0.0

0.6

Legal-related costs (4)

0.6

—

0.6

Non-GAAP income from operations

$ 58.1

$ 10.5

$ 68.6

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

6.8 %

9.1 %

7.1 %

Amortization of intangible assets (1)

0.6 %

3.8 %

0.8 %

Stock-based compensation expense (2)

0.9 %

0.7 %

0.9 %

Restructuring charges (3)

0.1 %

— %

0.1 %

Legal-related costs (4)

0.1 %

— %

0.1 %

Non-GAAP operating margin

8.5 %

13.6 %

9.0 %

Amortization of intangible assets related to the Company’s business acquisitions

Represents compensation expense for stock granted to employees and directors

Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures

Represents estimated costs related to certain legal proceedings and a cybersecurity incident

ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

Three Months Ended

September 25,
2026

September 26,
2025

June 26,
2026

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)

Reported net income (loss) attributable to UCT on a GAAP basis

$ 39.1

$ (10.9)

$ 8.7

Amortization of intangible assets (1)

6.8

6.9

6.8

Stock-based compensation expense (2)

6.9

4.6

8.1

Restructuring charges (3)

0.6

7.1

0.7

Debt refinancing costs expensed (4)

—

1.1

0.7

Legal-related costs (5)

0.6

0.2

—

Unrealized loss (gain) on foreign exchange (6)

2.6

(2.4)

(1.9)

VAT settlement (7)

—

(0.2)

—

Income tax effect of non-GAAP adjustments (8)

(3.5)

(4.0)

(2.9)

Income tax effect of valuation allowance (9)

0.1

8.6

12.1

Non-GAAP net income attributable to UCT

$ 53.2

$ 11.0

$ 32.3

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)

Reported income from operations on a GAAP basis

$ 53.7

$ 10.6

$ 29.5

Amortization of intangible assets (1)

6.8

6.9

6.8

Stock-based compensation expense (2)

6.9

4.6

8.1

Restructuring charges (3)

0.6

7.1

0.7

Legal-related costs (5)

0.6

0.2

—

VAT settlement (7)

—

(0.2)

—

Non-GAAP income from operations

$ 68.6

$ 29.2

$ 45.1

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

7.1 %

2.1 %

4.6 %

Amortization of intangible assets (1)

0.8 %

1.3 %

1.0 %

Stock-based compensation expense (2)

0.9 %

1.3 %

Restructuring charges (3)

0.1 %

1.4 %

0.1 %

Legal-related costs (5)

0.1 %

0.0 %

— %

VAT settlement (7)

— %

0.0 %

— %

Non-GAAP operating margin

9.0 %

5.7 %

7.0 %

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)

Reported gross profit on a GAAP basis

$ 128.4

$ 82.2

$ 103.7

Amortization of intangible assets (1)

2.3

Stock-based compensation expense (2)

0.6

0.5

1.5

Restructuring charges (3)

0.2

2.1

0.1

VAT settlement (7)

—

(0.2)

—

Non-GAAP gross profit

$ 131.5

$ 86.9

$ 107.6

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

16.9 %

16.1 %

Amortization of intangible assets (1)

0.3 %

0.4 %

Stock-based compensation expense (2)

0.1 %

0.2 %

Restructuring charges (3)

0.0 %

0.4 %

0.0 %

VAT settlement (7)

— %

0.0 %

— %

Non-GAAP gross margin

17.3 %

17.0 %

16.7 %

Reconciliation of GAAP Other income (expense), net to Non-GAAP Other income (expense), net (in millions)

Reported Other income (expense), net on a GAAP basis

$ (2.5)

$ (1.2)

$ 0.6

Debt refinancing costs expensed (4)

—

1.1

0.7

Unrealized loss (gain) on foreign exchange (6)

2.6

(2.4)

(1.9)

Non-GAAP Other income (expense), net

$ 0.1

$ (2.5)

$ (0.6)

Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted Share

Reported net income (loss) on a GAAP basis

$ 0.85

$ (0.24)

$ 0.19

Amortization of intangible assets (1)

0.15

Stock-based compensation expense (2)

0.15

0.10

0.18

Restructuring charges (3)

0.01

0.16

0.01

Debt refinancing costs expensed (4)

—

0.02

0.01

Legal-related costs (5)

0.01

0.00

—

Unrealized loss (gain) on foreign exchange (6)

0.06

(0.05)

(0.04)

VAT settlement (7)

—

0.00

—

Income tax effect of non-GAAP adjustments (8)

(0.08)

(0.09)

(0.06)

Income tax effect of valuation allowance (9)

0.00

0.19

0.26

Impact of dilutive shares

0.00

Non-GAAP net earnings

$ 1.15

$ 0.24

$ 0.70

Weighted average number of diluted shares (in millions) on a non-GAAP basis (10)

46.2

45.6

46.0

ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE

Three Months Ended

September 25,
2026

September 26,
2025

June 26,
2026

Provision for income taxes on a GAAP basis

$ 10.3

$ 8.7

$ 18.1

Income tax effect of non-GAAP adjustments (8)

3.5

4.0

2.9

Income tax effect of valuation allowance (9)

(0.1)

(8.6)

(12.1)

Non-GAAP provision for income taxes

$ 13.7

$ 4.1

$ 8.9

Income before income taxes on a GAAP basis

$ 51.1

$ 0.6

$ 30.0

Amortization of intangible assets (1)

6.8

6.9

6.8

Stock-based compensation expense (2)

6.9

4.6

8.1

Restructuring charges (3)

0.6

7.1

0.7

Debt refinancing costs expensed (4)

—

1.1

0.7

Legal-related costs (5)

0.6

0.2

—

Unrealized loss (gain) on foreign exchange (6)

2.6

(2.4)

(1.9)

VAT settlement (7)

—

(0.2)

—

Non-GAAP income before income taxes

$ 68.6

$ 17.9

$ 44.4

Effective income tax rate on a GAAP basis

20.2 %

1450.0 %

60.3 %

Non-GAAP effective income tax rate

20.0 %

22.9 %

20.0 %

1 Amortization of intangible assets related to the Company’s business acquisitions

2 Represents compensation expense for stock granted to employees and directors

3 Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures

4 Represents certain third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt

5 Represents estimated costs related to certain legal proceedings and a cybersecurity incident

6 Represents unrealized foreign exchange gains and losses arising from the remeasurement of monetary assets and liabilities

7 Represents impact of value added tax ruling

8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate

9 The Company’s GAAP tax expense is generally higher than the Company’s non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect

10 Non-GAAP diluted weighted-average common shares are adjusted to reflect the dilutive impact of our convertible note based on the capped call cap price instead of the initial conversion price

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SOURCE Ultra Clean Holdings, Inc.