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Securitize and Cantor Equity Partners II Announce SEC Declaration of Effectiveness of Registration Statement on Form S-4

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Proposed transaction moves Securitize closer to becoming a publicly traded company

MIAMI and NEW YORK, June 5, 2026 /PRNewswire/ — Securitize, Inc. (“Securitize” or the “Company”), and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) (“CEPT”), a publicly traded special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that the U.S. Securities and Exchange Commission (“SEC”) has declared effective the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Securitize Holdings, Inc. (“Pubco”) in connection with the previously announced proposed business combination between Securitize and CEPT.

The SEC’s declaration of effectiveness marks an important milestone in the proposed transaction and moves Securitize substantially closer to becoming a publicly traded company. The proposed business combination will be submitted to CEPT shareholders of record as of May 11, 2026 (the “Record Date”), for approval at a special meeting scheduled for June 29, 2026, and if approved, is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions.

Upon closing of the transaction, the combined company is expected to operate under the name Securitize Corp., and its shares are expected to trade on the NYSE under the ticker symbol “SECZ.”

“This marks another important milestone for Securitize and for the broader institutional adoption of tokenization,” said Carlos Domingo, Co-Founder and Chief Executive Officer of Securitize. “Over the past several years, we have built regulated infrastructure designed to bring capital markets onchain in partnership with many of the world’s leading financial institutions. Becoming a public company would position Securitize to continue scaling that infrastructure globally as tokenization increasingly becomes part of mainstream financial markets.”

Continued Momentum Across Tokenization

Since announcing the proposed business combination, Securitize has continued to expand its position as a leading provider of regulated tokenization infrastructure for institutional capital markets, including:

Announcing a collaboration with the New York Stock Exchange to support the development of tokenized securities infrastructure and digital transfer-agent standardsPartnering with Computershare to introduce issuer-sponsored tokenized shares for U.S. issuersExpanding regulated tokenized securities trading infrastructure through integrations with leading market participants including Jump Trading and JupiterContinuing growth of tokenized investment products with leading asset managers including BlackRock, Apollo Global Management, Hamilton Lane, KKR and VanEckExpanding its ongoing partnership with BlackRock through the planned launch of the BlackRock Daily Reinvestment Stablecoin Reserve Vehicle, the asset manager’s second tokenized fund with Securitize following the growth of BUIDL into one of the largest tokenized treasury funds in the marketFurther expanding the regulated infrastructure stack across broker-dealer, transfer-agent, fund-administration and trading-system operations in both the United States and Europe

About Securitize
Securitize, the world’s leader in tokenizing real-world assets with $4B+ AUM (as of April 2026), is bringing the world onchain through tokenized funds in partnership with top-tier asset managers, such as Apollo, BlackRock, BNY, Hamilton Lane, KKR, VanEck and others.
In the U.S., Securitize operates through its affiliates, including Securitize Markets, LLC, an SEC-registered broker-dealer that operates an SEC-regulated Alternative Trading System (ATS); Securitize Transfer Agent, LLC, an SEC-registered transfer agent; Securitize Capital LLC, an Exempt Reporting Adviser; and Securitize Fund Services, LLC, which provides fund administration and digital asset reporting services. In Europe, Securitize operates through its affiliate Securitize Europe Brokerage and Markets, S.A., which is fully authorized as an Investment Firm and operates a Trading & Settlement System (TSS) under the EU DLT Pilot Regime, making Securitize the only company licensed to operate regulated digital-securities infrastructure across both the U.S. and EU. Securitize has also been recognized as a 2026 Forbes Top 50 Fintech company. 

For more information, please visit:
Website | X/Twitter | LinkedIn

Background Information on Securitize’s Business Combination

On October 28, 2025, Securitize, Inc. (“Securitize”) and Cantor Equity Partners II, Inc. (Nasdaq: CEPT) (“CEPT”), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, announced that they entered into a definitive business combination agreement for a proposed business combination (the “Proposed Business Combination”). Upon closing of the Proposed Business Combination, the combined company, Securitize Corp. (“Pubco”), is expected to become publicly listed on NYSE under the ticker symbol “SECZ”.

The special meeting of CEPT Shareholders to approve the Business Combination has been scheduled for June 29, 2026, and, if approved, the Business Combination is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions. Additional information about the Proposed Business Combination, including a copy of the business combination agreement, is available in the Current Report on Form 8-K filed by CEPT, and in the registration statement on Form S-4 filed by Securitize and Pubco with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including statements regarding the proposed business combination involving Securitize, CEPT and Pubco, the anticipated listing of Pubco on NYSE under the ticker symbol “SECZ,” the expected timing and completion of the Proposed Business Combination, the anticipated benefits of the Proposed Business Combination, Securitize’s growth strategy and expansion plans, market opportunity in tokenization and digital assets, regulatory developments, and future financial performance.

Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties.

Many factors could cause actual results to differ materially from those described in these forward-looking statements, including, but not limited to: the risk that the Proposed Business Combination may not be completed in a timely manner or at all; the failure to satisfy closing conditions, including CEPT shareholder approval; the level of redemptions by CEPT’s public shareholders; the ability of Pubco to meet the requisite NYSE listing standards; regulatory developments relating to digital assets and tokenization; market volatility; competition; and those risks factors described in the filings of Securitize, CEPT and/or Pubco with the SEC.

Forward-looking statements speak only as of the date they are made. None of Securitize, CEPT or Pubco undertakes any obligation to update or revise any forward-looking statements, except as required by law.

Important Information and Where to Find It

In connection with the Proposed Business Combination, Securitize and Pubco have filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which has been declared effective. Securitize and Pubco will promptly file a final prospectus with respect to the securities to be issued in connection with the Proposed Business Combination and CEPT will promptly file and mail a definitive proxy statement with respect to the shareholder meeting of CEPT to vote on the Proposed Business Combination. CEPT shareholders and other interested persons are urged to read the definitive proxy statement/final prospectus, along with other documents filed with the SEC by Securitize, CEPT and/or Pubco, because these documents contain important information about Securitize, CEPT, Pubco and the Proposed Business Combination. Copies of these documents may be obtained free of charge at the SEC’s website at www.sec.gov.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

Securitize, CEPT, Pubco and their respective directors, executive officers and certain other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEPT’s shareholders in connection with the Proposed Business Combination. Information regarding the names and interests of such persons is, or will be, contained in the filings of Securitize, CEPT and/or Pubco with the SEC, including the Registration Statement and the proxy statement/prospectus.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination, nor shall it constitute an offer to sell or a solicitation of an offer to buy any securities. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Securitize Media Contact: 
Tom Murphy 
Tom.murphy@securitize.io 

Investor Relations
Sam Ross
Samuel.ross@securitize.io

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SOURCE Securitize

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

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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

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SOURCE Sandbox VR

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

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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

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SOURCE 10x Genomics, Inc.

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Ultra Clean Reports Third Quarter 2026 Financial Results

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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

45.4

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

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

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

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)

(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

Three Months Ended

September 25, 2026

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 %

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 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 %

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

2.3

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 %

16.1 %

Amortization of intangible assets (1)

0.3 %

0.4 %

0.4 %

Stock-based compensation expense (2)

0.1 %

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

0.15

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

0.00

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.

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