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Ultra Clean Holdings, Inc. (symbol: UCTT) is the issuer of record for a Form 4 filing submitted to the SEC. Keogh Michael Dennis reported acquisition or exercise transactions in this Form 4 filing.
Ultra Clean Holdings, Inc. (UCTT) reported that its Chief Financial Officer, Michael Dennis Keogh, received a grant of 20,917 shares of Common Stock on August 31, 2026 as a stock-based award at a stated price of $0.00 per share. According to the award terms, these shares are in the form of restricted stock units that vest over three years, with equal portions vesting on each anniversary of the vesting commencement date of August 31, 2026. Following this grant, Keogh is reported to hold 20,917 shares directly, and no Rule 10b5-1 trading plan is indicated.
Ultra Clean Holdings, Inc. (UCTT) reported an initial statement of beneficial ownership for Michael Dennis Keogh, who serves as Chief Financial Officer. The filing states that no securities of Ultra Clean Holdings, Inc. are currently beneficially owned by this reporting person.
Ultra Clean Holdings, Inc. (UCTT) reported that Christopher S. Cook, President, Products Division, had 12,497 shares of common stock automatically withheld on August 31, 2026 to pay tax liability from the partial settlement of vested restricted stock units. Following this, he holds 98,126 shares directly and 4,100 shares indirectly by trust.
Ultra Clean Holdings, Inc. entered into a Sales Agreement with UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc. Under this agreement, the company may, at its sole discretion, offer and sell from time to time up to $400 million of its common stock through an at-the-market offering program.
The Sales Agents will use reasonable efforts to sell shares in various permitted ways, including ordinary broker transactions, market-maker trades, Nasdaq or other venues, over-the-counter, or privately negotiated transactions, based on the company’s specific instructions. The company is not obligated to sell any shares and may suspend or terminate sales at any time. The Sales Agents may receive a commission of up to 3.0% of the gross offering proceeds, plus expense reimbursement and customary indemnification and contribution rights. Sales will be made under the company’s automatic shelf registration statement on Form S-3 (Registration No. 333-278195) using a base prospectus and an August 14, 2026 prospectus supplement.
Ultra Clean Holdings, Inc. is establishing an at-the-market offering program under an existing shelf registration, permitting sales from time to time of shares of its common stock with an aggregate offering price of up to $400,000,000 through UBS Securities, Barclays Capital, Craig-Hallum and Oppenheimer as sales agents or principals. Shares may be sold on Nasdaq (symbol UCTT) or other venues at prevailing, related, or negotiated prices, with the company paying the agents up to 3.0% of the gross sales price as commission plus certain expenses. Net proceeds are intended for general corporate purposes, including working capital, sales and marketing, product development, general and administrative activities, capital expenditures, and potentially acquisitions of complementary businesses or technologies, although there are no specific acquisition agreements in place. The filing highlights risks such as stock price and market volatility, potential dilution and varying purchase prices among investors, broad management discretion over use of proceeds, and the possible stock-price impact of capped call hedge transactions related to the company’s 2031 convertible notes.
Invesco Ltd., a Bermuda-based asset manager, reports beneficial ownership of common stock of Ultra Clean Holdings Inc. Invesco, as a parent holding company to its investment adviser subsidiaries, may be deemed to beneficially own 3,145,489 shares of Ultra Clean common stock, representing 7.0% of the class.
Invesco has sole voting power over 3,088,399 shares and sole dispositive power over 3,145,489 shares, with no shared voting or dispositive power. The shares are held of record by clients of Invesco’s advisers, and no single client has greater than 5% economic ownership. Subsidiaries involved include Invesco Advisers, Inc., Invesco Investment Advisers LLC, and Invesco Capital Management LLC.
Capital World Investors filed a Schedule 13G reporting beneficial ownership of Ultra Clean Holdings, Inc. common stock. The firm is deemed to beneficially own 2,580,132 shares, representing 5.8% of the class, based on 44,828,352 shares believed to be outstanding as of June 30, 2026.
Capital World Investors reports sole voting power and sole dispositive power over all 2,580,132 shares, with no shared voting or dispositive power. The filing notes that ownership is held through Capital World Investors as a division of various Capital Group investment management entities, and that SMALLCAP World Fund, Inc. has the right to receive dividends and sale proceeds on more than 5% of the class.
Ultra Clean Holdings, Inc. has implemented its planned finance leadership transition. Sheri Savage stepped down as Chief Financial Officer effective August 5, 2026, with previously designated successor Michael Keogh assuming the CFO role on that date.
On August 4, 2026, the company and Ms. Savage entered into a Transition and Garden Leave Agreement. Ms. Savage will remain employed as a non-officer Finance Advisor through May 1, 2027, the Separation Date, during a Garden Leave Period focused on transition-related special projects. Subject to her signing and not revoking a general release of claims and complying with the agreement, she will continue to receive her August 5, 2026 base salary rate, remain eligible for a fiscal year 2026 annual bonus, and continue participation in employee benefit plans, while not receiving salary increases or new equity awards. Existing equity awards will vest in accordance with their terms during the Garden Leave Period, with unvested awards forfeiting at separation. The company states her transition does not arise from any disagreement over operations, policies, practices, or financial reporting.
Ultra Clean Holdings, Inc. grew Q2 2026 revenue to $644.9 million, up 24.3% year over year, with Products at $572.7 million and Services at $72.2 million. International customers supplied 78% of revenue, led by Singapore and other Asia-Pacific markets as semiconductor capital equipment demand improved.
Gross margin improved to 16.1%, and the company generated income from operations of $29.5 million versus a prior-year loss that included a $151.1 million goodwill impairment. Net income attributable to UCT was $8.7 million ($0.19 diluted EPS). Operating cash flow for the first half was $(74.4) million, driven mainly by a $238.9 million inventory build. Cash stood at $255.9 million, with inventories at $629.9 million and total assets of $1.92 billion. In March 2026 UCT issued $600.0 million of 0% Convertible Senior Notes due 2031, used in part to repay its term loan, and repurchased 0.7 million shares for $40.3 million. Long-term debt was $599.4 million, and $230.9 million remained available on the expanded U.S. revolving credit facility.
Ultra Clean Holdings reported second-quarter 2026 revenue of $644.9 million, with Products contributing $572.7 million and Services $72.2 million. GAAP gross margin was 16.1% and operating margin 4.6%, producing GAAP net income of $8.7 million, or $0.19 per diluted share, compared with a net loss of $17.9 million, or $0.40 per share, in the prior quarter.
On a non-GAAP basis, gross margin was 16.7%, operating margin 7.0%, and net income was $32.3 million, or $0.70 per diluted share, up from $14.5 million, or $0.31 per share, in the prior quarter. For the third quarter of 2026, the company expects revenue between $700 million and $750 million, GAAP diluted EPS of $0.67–$0.87, and non-GAAP diluted EPS of $0.83–$1.03.
For the first six months of 2026, operations used $74.4 million of cash alongside a $238.9 million inventory increase. Cash and cash equivalents were $255.9 million at June 26, 2026, and long-term debt was $599.4 million following issuance of $600.0 million of convertible notes and $40.0 million of share repurchases.