Ultra Clean launches $400M at-the-market stock program

Q: What did Ultra Clean Holdings (UCTT) announce regarding a new stock offering?

Ultra Clean Holdings entered a Sales Agreement allowing it to sell up to $400 million of common stock through an at-the-market offering program, using several investment banks as sales agents under an existing shelf registration.

Q: How large is the at-the-market offering program for UCTT common stock?

The at-the-market program permits sales of up to $400 million of Ultra Clean Holdings’ common stock. Shares may be issued from time to time at the company’s discretion under its Form S-3 automatic shelf registration statement.

Q: Which firms are acting as sales agents in Ultra Clean Holdings (UCTT) ATM program?

The sales agents are UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.. They will use reasonable efforts to sell shares under the company’s instructions and applicable regulations.

Q: What compensation will sales agents receive in the UCTT at-the-market offering?

Sales agents may receive a commission of up to 3.0% of the gross offering proceeds from shares sold. Ultra Clean Holdings also agreed to reimburse certain expenses and provide customary indemnification and contribution rights.

Q: Is Ultra Clean Holdings (UCTT) required to sell shares under the new Sales Agreement?

Ultra Clean Holdings is not obligated to sell any shares under the Sales Agreement. The company may suspend sales at any time and may terminate the agreement on written notice, giving it flexibility over timing and volume.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $400 million of common stock Sales agent commission: up to 3.0% of gross offering proceeds Shelf registration number: Registration No. 333-278195 +1 more

4 metrics

ATM program size $400 million of common stock Maximum aggregate amount of shares that may be sold under the Sales Agreement

Sales agent commission up to 3.0% of gross offering proceeds Compensation rate payable on shares sold through the ATM program

Shelf registration number Registration No. 333-278195 Automatic shelf registration statement on Form S-3 used for the ATM sales

Prospectus supplement date August 14, 2026 Date of the prospectus supplement governing the ATM Offering

Key Terms

at-the-market offering program, automatic shelf registration statement, prospectus supplement, indemnification and contribution

4 terms

at-the-market offering program financial

"through an “at-the-market” offering program (the “ATM Offering”)"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

automatic shelf registration statement regulatory

"pursuant to an automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"a base prospectus, dated March 25, 2024, and a prospectus supplement, dated August 14, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution financial

"The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights"

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What did Ultra Clean Holdings (UCTT) announce regarding a new stock offering?

Ultra Clean Holdings entered a Sales Agreement allowing it to sell up to $400 million of common stock through an at-the-market offering program, using several investment banks as sales agents under an existing shelf registration.

How large is the at-the-market offering program for UCTT common stock?

The at-the-market program permits sales of up to $400 million of Ultra Clean Holdings’ common stock. Shares may be issued from time to time at the company’s discretion under its Form S-3 automatic shelf registration statement.

Which firms are acting as sales agents in Ultra Clean Holdings (UCTT) ATM program?

The sales agents are UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.. They will use reasonable efforts to sell shares under the company’s instructions and applicable regulations.

What compensation will sales agents receive in the UCTT at-the-market offering?

Sales agents may receive a commission of up to 3.0% of the gross offering proceeds from shares sold. Ultra Clean Holdings also agreed to reimburse certain expenses and provide customary indemnification and contribution rights.

Is Ultra Clean Holdings (UCTT) required to sell shares under the new Sales Agreement?

Ultra Clean Holdings is not obligated to sell any shares under the Sales Agreement. The company may suspend sales at any time and may terminate the agreement on written notice, giving it flexibility over timing and volume.

Under which registration statement will UCTT’s ATM shares be sold?

Shares under the at-the-market program will be sold pursuant to an automatic shelf registration statement on Form S-3, Registration No. 333-278195, using a base prospectus dated March 25, 2024 and a prospectus supplement dated August 14, 2026.

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Available on EDGAR 08/14/2026 - 08:55 AM Accepted by SEC EDGAR 08/14/2026 - 08:54 AM

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): August 14, 2026

UCT Logo.jpg

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 Select 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 1.01. Entry into a Material Definitive Agreement.

Sales Agreement

On August 14, 2026, Ultra Clean Holdings, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), under which the Company may offer and sell, from time to time in its sole discretion, up to $400 million of shares of its common stock, $0.001 par value per share (the “Common Stock”), through an “at-the-market” offering program (the “ATM Offering”).

Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the rules of The Nasdaq Global Select Market to sell the shares of Common Stock from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company. Under the Sales Agreement, the Sales Agents may sell the shares of Common Stock by any method permitted by law, including in ordinary brokers’ transactions, to or through a market maker, on or through The Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Company is not obligated to sell any shares of Common Stock under the Sales Agreement and may at any time suspend sales under the Sales Agreement. The Sales Agents’ obligations to sell the shares of Common Stock under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Sales Agreement provides that the Sales Agents will be entitled to compensation for their services in the form of a commission of up to 3.0% of the gross offering proceeds of shares of Common Stock sold under the Sales Agreement, and the Company has agreed to reimburse the Sales Agents for certain specified expenses. The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights. The Sales Agreement may be terminated for any reason by the Company at any time by giving written notice to the Sales Agents or by any Sales Agent at any time, with respect to such Sales Agent only, by giving written notice to the Company.

The sales and issuances of the shares of Common Stock under the Sales Agreement will be made pursuant to an automatic shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2024 (Registration No. 333-278195) (the “Shelf Registration Statement”), a base prospectus, dated March 25, 2024, included as part of the Shelf Registration Statement and a prospectus supplement, dated August 14, 2026.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A validity opinion issued by the Company’s counsel with respect to the shares of Common Stock sold in the ATM Offering is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number	Description
1.1	Sales Agreement, dated August 14, 2026 by and among Ultra Clean Holdings, Inc. and UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.
5.1	Opinion of Davis Polk & Wardwell LLP
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
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: August 14, 2026	By:	/s/ Paul Y. Cho
		Name:	Paul Y. Cho
		Title:	General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Financial & Certifications

EX-23.2 EXHIBIT 23.2 2.3 KB