[Form 4] Ultra Clean Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. (UCTT) director Clarence L. Granger reported a routine insider transaction on Form 4. On 09/12/2025 Mr. Granger had 9,938 shares of common stock disposed at a price of $25.23 per share. The filing states these shares were automatically withheld to satisfy the tax liability arising from the partial settlement of restricted stock units that vested. After the reported disposition, Mr. Granger beneficially owns 121,817 shares directly and 1,000 shares indirectly through a trust. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• Disclosure provided promptly: The Form 4 records the transaction and post-transaction holdings with a dated signature.
• Transaction tied to RSU vesting: The filing explicitly states the disposal was for tax withholding from vested restricted stock units, not an open-market sale.

Negative

• Reduction in direct holdings: 9,938 shares were disposed, decreasing the reporting person’s direct share count.
• Price realized: Shares were disposed at $25.23 per share as recorded, which may be below or above other reference prices but no comparative context is provided in the filing.

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding caused a small disposal; no evidence of a discretionary cash sale.

The report documents a tax-withholding disposition of 9,938 shares at $25.23 tied to vested restricted stock units. This is a non-cash, automatic withholding mechanism explicitly stated in the filing and does not by itself signal a change in the director's view of the company. The director continues to hold 121,817 shares directly and 1,000 indirectly, which remains a material ownership position relative to routine insider levels.

Corporate Governance Expert

TL;DR: Proper disclosure of an RSU settlement and associated tax withholding; filing appears compliant and timely.

The Form 4 notes the nature of the withholding and provides post-transaction beneficial ownership figures, fulfilling Section 16 disclosure requirements. The signature by an attorney-in-fact is included with date. There are no indications of unusual or opportunistic trading in the filing text; the transaction is documented as an administrative tax withholding from vesting.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRANGER CLARENCE L

(Last) (First) (Middle)

ULTRA CLEAN HOLDINGS, INC.

26462 CORPORATE AVE

(Street)

HAYWARD CA 94545

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		F		9,938(1)	D	$25.23	121,817	D
Common Stock								1,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Clarence L. Granger	09/16/2025
	** 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 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.

FAQ

What transaction did Clarence L. Granger report on Form 4 for UCTT?

He reported a disposition of 9,938 shares of common stock on 09/12/2025 at $25.23 per share.

Why were the 9,938 shares disposed according to the filing?

The filing states the shares were automatically withheld to pay tax liability arising from the partial settlement of vested restricted stock units.

How many UCTT shares does Clarence L. Granger beneficially own after the transaction?

He beneficially owns 121,817 shares directly and 1,000 shares indirectly through a trust.

When was the Form 4 signed and by whom?

The Form 4 was signed by Paul Y. Cho as attorney-in-fact for Clarence L. Granger on 09/16/2025.

Does the filing indicate an open-market sale by the director?

No. The filing explicitly states the shares were withheld for taxes from RSU settlement; it does not describe an open-market sale.