Ultra Clean Holdings (NASDAQ: UCTT) adds CFO, CAO 10b5-1 plans

(Neutral)

Form Type

10-Q/A

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. filed an amendment to its quarterly report for the quarter ended March 27, 2026 to add omitted insider trading arrangement disclosures. The amendment does not change any financial statements or other previously reported information.

The filing now notes that on March 5, 2026, Chief Financial Officer Sheri Savage and Chief Accounting Officer Brian Harding each adopted Rule 10b5-1 trading plans. Savage’s plan allows sales of up to 74,392 shares of common stock and is scheduled to terminate on May 31, 2027, while Harding’s plan allows sales of up to 38,207 shares and is scheduled to terminate on June 4, 2027. Both plans provide for sales from time to time subject to minimum price thresholds. The amendment also includes updated officer certifications required by the Exchange Act.

Key Figures

Shares outstanding: 44,828,352 shares CFO 10b5-1 plan size: 74,392 shares CAO 10b5-1 plan size: 38,207 shares +4 more

7 metrics

Shares outstanding 44,828,352 shares Number of common shares outstanding as of April 23, 2026

CFO 10b5-1 plan size 74,392 shares Maximum common shares eligible for sale under Sheri Savage’s plan

CAO 10b5-1 plan size 38,207 shares Maximum common shares eligible for sale under Brian Harding’s plan

CFO plan end date May 31, 2027 Scheduled termination date of Sheri Savage’s trading plan, subject to early termination

CAO plan end date June 4, 2027 Scheduled termination date of Brian Harding’s trading plan, subject to early termination

Quarter end date March 27, 2026 Fiscal quarter end covered by the amended quarterly report

Plan adoption date March 5, 2026 Date on which the CFO and CAO entered into their Rule 10b5-1 plans

Key Terms

Rule 10b5-1, trading plan, Section 302 of the Sarbanes-Oxley Act of 2002, Inline XBRL, +1 more

5 terms

Rule 10b5-1 regulatory

"each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

trading plan financial

"each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

A trading plan is a written set of rules an investor follows about what to buy or sell, when to enter and exit positions, and how much risk to accept—like a travel itinerary that maps the route, stops, and budget before a trip. It matters because it helps remove emotional decisions during market swings, enforces discipline, and makes performance easier to review and improve, reducing the chance of costly impulsive moves.

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Inline XBRL technical

"Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

Accepted by SEC EDGAR 05/01/2026 - 04:58 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

Form 10-Q/A

__________________________________________________

Amendment No. 1

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 27, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to

Commission file number 000-50646

__________________________________________________

Ultra Clean Holdings, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________


Delaware			61-1430858
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

26462 Corporate Avenue, Hayward, California			94545
(Address of principal executive offices)			(Zip Code)

(510) 576-4400

Registrant’s telephone number, including area code

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

UCTT

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares outstanding of the issuer’s common stock as of April 23, 2026: 44,828,352

EXPLANATORY NOTE

Ultra Clean Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2026, which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding Rule 10b5-1 trading arrangements entered into by Sheri Savage, the Company's Chief Financial Officer, and Brian Harding, the Company’s Chief Accounting Officer, during the quarter ended March 27, 2026, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

ITEM 5. Other Information

Insider Trading Arrangements

On March 5, 2026, Sheri Savage, the Company's Chief Financial Officer, and Brian Harding, the Company’s Chief Accounting Officer, each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Savage's plan provides for the sale from time to time of up to 74,392 shares of the Company's common stock, subject to certain minimum price thresholds. Mr. Savage's trading plan is scheduled to terminate on May 31, 2027, subject to early termination. Mr. Harding's plan provides for the sale from time to time of up to 38,207 shares of the Company’s common stock, subject to certain minimum price thresholds. Mr. Harding's trading plan is scheduled to terminate on June 4, 2027, subject to early termination.

ITEM 6. Exhibits

(a)Exhibits

The following exhibits are filed with this quarterly Report on Form 10-Q for the quarter ended March 27, 2026:


Exhibit Number						Description
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ULTRA CLEAN HOLDINGS, INC.
	(Registrant)
Date: May 1, 2026

	By:	/S/ JAMES XIAO
	Name:	James Xiao
	Title:	Chief Executive Officer
		(Principal Executive Officer and duly authorized signatory)

Date: May 1, 2026

	By:	/S/ SHERI SAVAGE
	Name:	Sheri Savage
	Title:	Chief Financial Officer
		(Principal Financial Officer and duly authorized signatory)

Source: View Original Filing on SEC EDGAR

Ultra Clean Holdings (NASDAQ: UCTT) adds CFO, CAO 10b5-1 plans

Rhea-AI Filing Summary

Positive

Negative

Key Figures

Key Terms