[Form 3] Ultra Clean Holdings, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. (UCTT) Form 3 reports an initial beneficial ownership filing for Samuel W. Johnson. The filing shows 12,345 shares of Common Stock beneficially owned as direct ownership, described as restricted stock units that vest in three equal annual installments subject to continued employment. The report identifies Mr. Johnson as Senior Vice President, Services Business, and a company officer and director. The form is signed by an attorney-in-fact on behalf of Mr. Johnson and dated 08/25/2025 for an event date of 08/15/2025. The filing includes an Exhibit 24 power of attorney remark and indicates no derivative securities are reported.

Positive

• Timely compliance with Section 16 reporting requirements (Form 3) for initial beneficial ownership
• Clear disclosure that 12,345 shares are restricted stock units with a three-year annual vesting schedule
• Officer alignment signaled by equity grant tied to continued employment

Negative

• None.

Insights

Financial Analyst

TL;DR Routine Section 16 disclosure showing officer ownership via restricted stock units; no derivative positions reported.

The Form 3 documents an initial beneficial ownership position of 12,345 common shares held by Samuel W. Johnson through restricted stock units vesting over three years. This is a compliance filing required under Section 16 and does not report any outstanding options, warrants, or other derivatives. The disclosed holding appears non-material relative to large-cap benchmarks but signals management equity alignment through time-based RSUs.

Corporate Governance Expert

TL;DR Proper and timely disclosure of officer equity grant; vesting schedule aligns incentives with continued service.

The filing identifies Mr. Johnson as SVP, Services Business and discloses previously granted restricted stock units that vest in three equal annual installments, which is a common retention structure. The inclusion of Exhibit 24 and a signed attorney-in-fact indicates procedural completeness. There are no reported amendments or unusual indirect ownership arrangements disclosed.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johnson Samuel Williams

(Last) (First) (Middle)

ULTRA CLEAN HOLDINGS, INC.

26462 CORPORATE AVE.

(Street)

HAYWARD CA 94545

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2025

3. Issuer Name and Ticker or Trading Symbol
Ultra Clean Holdings, Inc. [ UCTT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Services Business

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,345(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units that were previously granted to the reporting person that vest in three equal annual installments, subject to the reporting person's continued employment through each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul Y. Cho, as attorney-in-fact for Samuel W. Johnson	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Samuel W. Johnson report on the Form 3 for UCTT?

The Form 3 reports 12,345 shares of Common Stock beneficially owned directly, representing restricted stock units that vest in three equal annual installments.

What is Samuel W. Johnson's role at Ultra Clean Holdings (UCTT)?

The filing lists Samuel W. Johnson as a Director and Officer with the title SVP, Services Business.

Are any derivative securities reported on this Form 3 for UCTT?

No. The Form 3 does not report any derivative securities such as options, warrants, or convertible securities.

When was the event date and when was the Form 3 signed?

The event date is 08/15/2025 and the Form 3 was signed (by attorney-in-fact) on 08/25/2025.

What is the nature of the reported ownership?

The ownership consists of restricted stock units that vest in three equal annual installments, conditioned on continued employment.