Every 8-K that Ultra Clean Hldgs Inc (UCTT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UCTT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UCTT filings page.
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. 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 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.
Ultra Clean Holdings, Inc. is appointing Michael Keogh as Chief Financial Officer, effective August 5, 2026, succeeding Sheri Savage and reporting to CEO James Xiao. The company highlights his 25+ years of finance and operations leadership across semiconductor, advanced manufacturing, automotive, and technology industries.
Under his offer letter, Keogh will receive a $595,000 annual base salary, a target bonus equal to 85% of base salary, and an initial grant of Company RSUs valued at $2,000,000. RSUs vest in equal parts over three years, while PSUs vest after a three-year performance period under the company’s PSU program.
If terminated without cause or he resigns for good reason before a change in control, Keogh is eligible for 100% of base salary, 100% of his annual bonus based on a three-year average, 12 months of COBRA premiums, and accelerated vesting of equity awards that would vest within 12 months. If termination occurs around a change in control under his Change in Control Severance Agreement, cash severance increases to 150% of base salary plus bonus, COBRA coverage extends to 24 months, and all unvested equity awards accelerate.
Ultra Clean Holdings, Inc. held its 2026 Annual Meeting of Stockholders on May 22, 2026, where stockholders approved all proposals presented. Eight directors were elected for one-year terms, each receiving over 33.5 million votes in favor.
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 with 40,130,181 votes for. They also approved, on a non-binding advisory basis, compensation for the Named Executive Officers, and approved amendments to increase shares available under the stock incentive plan by 3,500,000 shares and under the employee stock purchase plan by 450,000 shares.
Ultra Clean Holdings, Inc. announced that Chief Financial Officer Sheri Savage has notified the company of her intention to retire. She will remain CFO until the Board identifies and appoints a successor to support an orderly transition. The Board has launched a comprehensive search, considering internal and external candidates.
Savage has served at Ultra Clean for 17 years, with company leadership crediting her with strengthening financial discipline and guiding strategy through multiple industry cycles. Statements from the CEO and Savage emphasize continuity and note that Ultra Clean believes it is well positioned for future growth.
Ultra Clean Holdings reported first-quarter 2026 results with higher revenue but a GAAP loss. Total revenue reached $533.7 million, up from $506.6 million in the prior quarter, with Products contributing $465.7 million and Services $68.0 million. GAAP gross margin was 15.8% and operating margin 2.1%.
The company recorded a GAAP net loss attributable to UCT of $17.9 million, or $0.40 per diluted share, compared with a $3.3 million loss, or $0.07 per share, in the prior quarter. On a non-GAAP basis, net income was $14.5 million and earnings were $0.31 per diluted share. For the second quarter of 2026, management expects revenue between $565 million and $605 million, with GAAP diluted EPS of $0.20 to $0.36 and non-GAAP diluted EPS of $0.44 to $0.60.
Ultra Clean Holdings, Inc. entered into a Tenth Amendment to its existing credit agreement, refinancing revolving credit commitments totaling $250 million and extending the revolving credit facility’s maturity to April 23, 2031.
The senior secured credit facility remains available in U.S. dollars and certain other currencies and permits issuance of up to $50 million in letters of credit. Borrowings can be Term SOFR Loans or ABR Loans, each with an applicable margin tied to the company’s Consolidated Secured Net Leverage Ratio.
The amendment requires the company to maintain a maximum Consolidated Secured Net Leverage Ratio of 3.25 to 1.00, or 3.75 to 1.00 following a Material Acquisition, and a minimum Cash Interest Coverage Ratio of 3.00 to 1.00, alongside customary affirmative and negative covenants.
Ultra Clean Holdings, Inc. issued $600,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 in a private Rule 144A offering and entered related capped call transactions.
The notes bear no cash interest, mature on March 15, 2031, and are senior unsecured obligations. Holders may convert based on an initial rate of 11.8001 shares per $1,000 principal amount, implying a conversion price of approximately $84.75 per share, with customary anti-dilution adjustments and potential conversion rate increases after certain corporate events.
The company may redeem the notes for cash on or after March 20, 2029 if stock price and liquidity conditions are met, and must repurchase them at par plus applicable interest after certain “Fundamental Change” events. Ultra Clean also purchased capped call transactions with a cap price of $104.0725 and a cost of approximately $25.1 million, designed to cover the shares underlying the notes. Initially, a maximum of 10,089,120 shares of common stock may be issued upon conversion based on the initial maximum conversion rate.
Ultra Clean Holdings is raising convertible debt and temporarily loosening a leverage covenant. The company priced a private offering of $525.0 million aggregate principal amount of 0.00% convertible senior notes due 2031, upsized from $400.0 million, with settlement expected on March 3, 2026 and an option for an additional $75.0 million of notes.
Ultra Clean expects net proceeds of about $511.1 million, or $584.2 million if the option is fully exercised, and plans to use part of this to enter capped call transactions and approximately $40.0 million to repurchase shares at $59.47 per share. The initial conversion rate is 11.8001 shares per $1,000, implying a conversion price of about $84.75 per share, a 42.5% premium to the last sale price, while capped calls initially cap upside at $104.0725 per share, a 75.0% premium.
Separately, the company entered a Ninth Amendment to its credit agreement, temporarily increasing the maximum permitted Consolidated Total Gross Leverage Ratio for the revolving facility to 6.00 to 1.00 for fiscal periods ending on or about March 31, 2026 and June 30, 2026.
Ultra Clean Holdings is planning a private offering of $400 million in convertible senior notes due 2031 to qualified institutional buyers, with an option for purchasers to buy up to an additional $60 million of notes. The notes will be senior unsecured debt, pay semi-annual interest and may be converted into cash and, if applicable, shares of common stock under specified conditions. The company expects to enter into capped call transactions to help limit potential dilution from conversions and may use up to $40 million of the note proceeds to repurchase its common stock in privately negotiated deals. In connection with pricing the notes, Ultra Clean also expects to amend its credit agreement to temporarily increase the maximum consolidated total gross leverage ratio on its revolving credit facility to 6.00 to 1.00 for a specified period.
Ultra Clean Holdings reported fourth quarter 2025 revenue of $506.6 million, with Products at $442.4 million and Services at $64.2 million. GAAP results showed a small net loss of $3.3 million, or $(0.07) per diluted share, while non-GAAP net income was $10.0 million, or $0.22 per diluted share.
For full year 2025, revenue was $2,054.0 million, slightly below 2024, and GAAP results swung to a net loss attributable to UCT of $181.2 million, or $(4.00) per diluted share, driven by a noncash goodwill impairment charge of $151.1 million. On a non-GAAP basis, net income was $47.7 million, or $1.05 per diluted share, below the prior year.
For first quarter 2026, the company expects revenue between $505 million and $545 million, GAAP diluted net income (loss) per share between $(0.13) and $0.03, and non-GAAP diluted net income per share between $0.18 and $0.34.
Ultra Clean Holdings, Inc. reported that it terminated the employment of its Chief Operating Officer, Harjinder Bajwa, effective January 25, 2026. Under the company’s executive policy, he will receive severance benefits.
The Board appointed Robert Wunar, age 58, as the new Chief Operating Officer, effective March 23, 2026. His annual base salary will be $475,000, with eligibility for a management bonus targeting 85% of base salary after one full quarter of employment. Subject to shareholder approval at the next annual meeting, he is expected to receive equity awards valued at $1,500,000, split evenly between time-based and performance-based stock units, with the time-based portion vesting in three equal annual installments. He will also receive a $200,000 sign-on bonus, subject to clawback if he resigns or is terminated for cause within 12 months of his start date.
Ultra Clean Holdings (UCTT) announced two updates. First, the Board approved a share repurchase program authorizing the Company to buy back up to $150 million of common stock over a three-year period. Subject to applicable laws and regulations, purchases may occur from time to time in the open market, in privately negotiated transactions, or through trading plans designed to qualify under Rule 10b5-1, at times and in amounts the Company deems appropriate based on market conditions, legal requirements, and other business considerations.
Separately, the Company furnished a press release announcing financial results for its third fiscal quarter ended September 26, 2025, attached as Exhibit 99.1.
Ultra Clean Holdings, Inc. entered into an Eighth Amendment to its existing Credit Agreement on September 15, 2025 with Barclays Bank PLC as administrative agent and the lenders party to the facility. The amendment specifically reduces the interest rate on the term loan facility by 0.5% per annum, lowering the company’s ongoing borrowing cost on that portion of its debt. This change updates a credit agreement that has been amended multiple times since it was originally signed in August 2018.
The company also identified this amendment as creating a direct financial obligation, reflecting the revised interest terms on its term loan. The full text of the Eighth Amendment is provided as an exhibit to the report.
Ultra Clean Holdings (UCTT) filed an 8-K disclosing major leadership changes. James “Jinsong” Xiao, a 19-year Applied Materials veteran, will become Chief Executive Officer and join the Board on 2 Sep 2025. Current CEO Clarence Granger, in the role only since March, will step down and remain non-executive chair, providing continuity.
Compensation & incentives: Xiao will receive a $710 k base salary, 105% target bonus, a $600 k sign-on cash bonus, and equity valued at $5 m (one-time $2 m RSUs plus prorated 2025 grant split 45% RSUs / 55% PSUs). RSUs vest annually over three years; PSUs cliff-vest after a three-year performance period. Severance equals 150% salary & bonus (24 months on a change-in-control) plus COBRA and accelerated vesting.
Additional move: Christopher S. Cook, President of the Products Division, is promoted to Chief Business Officer effective immediately. His new package: $595 k base, 85% bonus target, and $1.7 m RSUs vesting over three years. Severance mirrors CFO/COO terms (100% salary & bonus; elevates to 150% on CIC).
Investor take: Hiring a seasoned semiconductor operator may strengthen strategy, yet the rapid CEO turnover and sizable equity grants add governance and dilution considerations.