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Ultra Clean (NASDAQ: UCTT) SVP has 5,328 shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. senior vice president of global human resources Jamie J. Palfrey had company shares withheld to cover taxes tied to vested restricted stock units. On April 30, 2026, three Form 4 transactions reported a total of 5,328 shares of common stock withheld at $78.15 per share as tax payments, rather than open-market sales. Following one of the transactions, Palfrey’s directly held common stock was reported at 28,002 shares.

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Insider Palfrey Jamie J.
Role SVP, Global Human Resources
Type Security Shares Price Value
Tax Withholding Common Stock 2,463 $78.15 $192K
Tax Withholding Common Stock 1,485 $78.15 $116K
Tax Withholding Common Stock 1,380 $78.15 $108K
Holdings After Transaction: Common Stock — 28,002 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withholding shares 5,328 shares Total shares withheld for taxes on 2026-04-30
Withheld lot 1 1,380 shares Common stock tax-withholding transaction on 2026-04-30
Withheld lot 2 1,485 shares Common stock tax-withholding transaction on 2026-04-30
Withheld lot 3 2,463 shares Common stock tax-withholding transaction on 2026-04-30
Per-share value $78.15 per share Value used for all tax-withholding dispositions
Post-transaction holding example 28,002 shares Directly held common stock after one reported transaction
Tax-withholding transactions 3 transactions Code F dispositions on 2026-04-30
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
restricted stock unit awards financial
"partial settlement of restricted stock unit awards that vested"
Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.
Form 4 regulatory
"The Form 4 reports 5,328 shares of Ultra Clean common stock withheld"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Palfrey Jamie J.
(Last)(First)(Middle)
ULTRA CLEAN HOLDINGS, INC.
26462 CORPORATE AVENUE
(Street)
HAYWARD CALIFORNIA 94545
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Ultra Clean Holdings, Inc. [ UCTT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Global Human Resources
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026F2,463(1)D$78.1528,002D
Common Stock04/30/2026F1,485(1)D$78.1526,517D
Common Stock04/30/2026F1,380(1)D$78.1525,137D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares automatically withheld for payment of tax liability arising as a result of the partial settlement of restricted stock unit awards that vested.
/s/ Paul Y. Cho, as attorney-in-fact for Jamie J. Palfrey05/04/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did UCTT executive Jamie J. Palfrey report?

Jamie J. Palfrey reported company shares withheld to pay taxes on vested restricted stock units. Three Form 4 entries show a total of 5,328 common shares withheld, reflecting tax-withholding dispositions rather than open-market buying or selling activity.

How many Ultra Clean (UCTT) shares were withheld for taxes in this Form 4?

The Form 4 reports 5,328 shares of Ultra Clean common stock withheld for tax obligations. These shares were automatically applied to cover tax liabilities arising from partial settlement of restricted stock unit awards that vested on April 30, 2026.

At what price were UCTT shares valued for Jamie J. Palfrey’s tax withholding?

The withheld Ultra Clean shares were valued at $78.15 per share for tax-withholding purposes. This per-share price applied across all three reported transactions covering 5,328 common shares tied to the vesting and partial settlement of restricted stock unit awards.

Is Jamie J. Palfrey’s UCTT Form 4 a stock sale on the open market?

The filing reflects tax-withholding dispositions, not open-market stock sales. Shares were automatically withheld to pay tax liabilities from vested restricted stock unit awards, consistent with the description that they were delivered to satisfy tax obligations rather than discretionary selling.

How many UCTT shares did Jamie J. Palfrey hold after the reported transactions?

One of the reported transactions shows Jamie J. Palfrey holding 28,002 shares of Ultra Clean common stock directly afterward. Other entries list 25,137 and 26,517 shares following separate tax-withholding events, indicating reported holdings around the mid‑20,000 share range.

What role does Jamie J. Palfrey hold at Ultra Clean (UCTT)?

Jamie J. Palfrey serves as senior vice president, global human resources at Ultra Clean Holdings. The Form 4 identifies Palfrey as an officer of the company, and the reported transactions involve common stock held directly in connection with equity-based compensation.