[8-K] Ultra Clean Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Kratos Defense & Security Solutions, Inc. (KTOS) insider Steven S. Fendley has filed a Form 144 notice to sell additional company stock.

• Proposed transaction: 7,000 common shares, estimated value $409,722.60, through Fidelity Brokerage Services on or after 28 Jul 2025.
• Share-base impact: The sale equals roughly 0.005% of the 152.84 million shares outstanding.
• Source of shares: Grant received 4 Jan 2024.
• Recent activity: Fendley has already sold 36,000 shares in the past three months, generating ~$1.33 million in gross proceeds.

The filer affirms no undisclosed adverse information and acknowledges Rule 10b5-1 liability. The filing signals continued insider liquidity but remains small relative to KTOS’s float.

Positive

• Sale size is immaterial at ~0.005% of total shares, limiting dilution or price impact.
• Transparent disclosure via Form 144 and affirmation of no undisclosed adverse information enhance governance clarity.

Negative

• Continued insider selling trend: 43,000 shares (current notice plus prior 36,000) in four months may unsettle some investors.

Insights

Securities Analyst

TL;DR: Small insider sale (0.005% float); follows recent 36k-share disposals—neutral signal given minor size vs. float.

The proposed 7,000-share Form 144 equates to roughly $410k and is immaterial against KTOS’s 152.8 M shares outstanding. Although Fendley has realized ~$1.33 M from 36k shares since April, the aggregate 43k shares represent just 0.03% of shares outstanding. Frequent but modest sales can indicate diversification rather than deteriorating fundamentals. No earnings or guidance data are affected, so I view the filing as neutral for valuation.

Corporate Governance Expert

TL;DR: Repetitive insider sales warrant monitoring, but size remains immaterial—governance risk low.

Fendley’s serial sales trigger scrutiny under governance best practices; however, the transactions are publicly disclosed, use a reputable broker, and represent a de minimis percentage of total equity. The certification of no undisclosed adverse information and potential 10b5-1 compliance mitigate suspicion of informational advantage. Overall impact on investor sentiment is limited, though continued patterns could raise questions if volumes escalate.

false000127501400012750142025-04-282025-04-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2025

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-50646

61-1430858

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

26462 Corporate Avenue

Hayward, California

94545

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 576-4400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value

UCTT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2025, Ultra Clean Holdings, Inc. (“UCT,” the “Company” or “We”) issued a press release announcing its financial results for its second fiscal quarter June 27, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Exhibit Description
99.1						Press Release dated July 28, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:			July 28, 2025			By:			/s/ Paul Y. Cho
									Name: Paul Y. Cho Title: General Counsel and Corporate Secretary

FAQ

How many KTOS shares are being registered for sale in this Form 144?

The filing covers 7,000 common shares valued at approximately $409,723.

When is the planned sale date for the KTOS shares?

The approximate sale date disclosed is July 28, 2025.

What percentage of Kratos Defense’s outstanding shares does the sale represent?

Roughly 0.005% of the 152.84 million shares outstanding.

How many KTOS shares has Steven S. Fendley sold in the past three months?

He sold 36,000 shares between April and June 2025, generating about $1.33 million.

Does the Form 144 indicate any undisclosed negative information about KTOS?

No. The signer certifies that he is not aware of any material adverse information that has not been publicly disclosed.