Ultra Clean (UCTT) products president sells shares, withholds 9,207 for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. executive Christopher S. Cook, President of the Products Division, reported multiple equity transactions in company common stock. On April 30, 2026, he completed an open-market sale of 11,903 shares at a weighted average price of $75.31 per share.

On the same date, a total of 9,207 shares were automatically withheld at $78.15 per share to cover tax liabilities arising from the partial settlement of vested restricted stock unit awards, which is a non-market, tax-related disposition. Following these transactions, he held 108,905 shares directly and 4,100 shares indirectly through a trust.

Insider Trade Summary

Net Seller: 11,903 shares ($896,415)

Net Sell 5 txns

Insider Cook Christopher S

Role President, Products Division

Sold 11,903 shs ($896K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,861	$78.15	$145K
Tax Withholding	Common Stock	4,181	$78.15	$327K
Tax Withholding	Common Stock	3,165	$78.15	$247K
Sale	Common Stock	11,903	$75.31	$896K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 128,154 shares (Direct, null); Common Stock — 4,100 shares (Indirect, by Trust)

Footnotes (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. This is the weighted average sale price. Shares were sold in multiple transactions at prices from $75.1503 to $75.6900. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

Key Figures

Open-market sale: 11,903 shares at $75.31 Tax-withheld shares: 9,207 shares at $78.15 Direct holdings after: 108,905 shares +2 more

5 metrics

Open-market sale 11,903 shares at $75.31 Common Stock sale on April 30, 2026

Tax-withheld shares 9,207 shares at $78.15 Withheld to cover RSU-related tax liabilities

Direct holdings after 108,905 shares Direct common stock ownership after transactions

Indirect holdings after 4,100 shares Indirect ownership by trust after holding entry

Net buy/sell shares -11,903 shares Net sell direction per transaction summary

Key Terms

open-market sale, tax-withholding disposition, restricted stock unit awards, weighted average sale price, +1 more

5 terms

open-market sale financial

"transaction_action: "open-market sale" for 11,903 common shares"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for three F-code entries"

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

"tax liability arising as a result of the partial settlement of restricted stock unit awards"

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.

weighted average sale price financial

"This is the weighted average sale price. Shares were sold in multiple transactions"

indirect ownership financial

"ownership_type: "indirect" and nature_of_ownership: "by Trust""

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 09:11 PM

SEC Form 4

FORM 4

UNITED 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^*

Cook Christopher S

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Products Division

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/30/2026		F		1,861⁽¹⁾	D	$78.15	128,154	D
Common Stock	04/30/2026		F		4,181⁽¹⁾	D	$78.15	123,973	D
Common Stock	04/30/2026		F		3,165⁽¹⁾	D	$78.15	120,808	D
Common Stock	04/30/2026		S		11,903	D	$75.31⁽²⁾	108,905	D
Common Stock								4,100	I	by Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. This is the weighted average sale price. Shares were sold in multiple transactions at prices from $75.1503 to $75.6900. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

	/s/ Paul Y. Cho, as attorney-in-fact for Christopher S. Cook	05/04/2026
	** 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 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 did Ultra Clean (UCTT) executive Christopher Cook report in this Form 4?

Christopher S. Cook reported an open-market sale and tax-related share withholdings. He sold 11,903 Ultra Clean common shares and had 9,207 shares withheld to cover tax obligations from vested restricted stock units.

How many Ultra Clean (UCTT) shares did Christopher Cook sell and at what price?

He sold 11,903 shares of Ultra Clean common stock in an open-market transaction. The weighted average sale price was $75.31 per share, with individual trades executed within a stated price range.

Were all Ultra Clean (UCTT) shares in this Form 4 sold on the market?

No. Only 11,903 shares were sold in the open market. An additional 9,207 shares were automatically withheld by the company to pay tax liabilities on vested restricted stock unit awards, which is not an open-market sale.

How many Ultra Clean (UCTT) shares does Christopher Cook own after these transactions?

After the reported transactions, Christopher S. Cook held 108,905 Ultra Clean common shares directly. He also held 4,100 additional shares indirectly through a trust, reflecting his remaining reported equity position in the company.

What is the significance of the tax-withholding dispositions in the Ultra Clean (UCTT) Form 4?

The tax-withholding dispositions reflect 9,207 shares withheld at $78.15 per share. These shares were used to satisfy tax liabilities from partial settlement of vested restricted stock units, representing routine compensation-related mechanics rather than discretionary market sales.

What role does Christopher Cook hold at Ultra Clean (UCTT)?

Christopher S. Cook serves as Ultra Clean’s President, Products Division. The Form 4 details his personal and trust-related holdings in Ultra Clean common stock after an open-market sale and tax-related share withholdings.