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

Rhea-AI Filing Summary

Ultra Clean Holdings, Inc. (UCTT) officer Jinsong Xiao received a grant of 117,948 restricted stock units on 09/26/2025. The award is reported as acquisition of common stock units at a reported price of $0, and the securities are held directly following the transaction. The restricted stock units vest in three equal annual installments beginning on the vesting commencement date of 09/26/2025, meaning one-third vests each anniversary over three years. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on behalf of Mr. Xiao.

Positive

• Alignment with shareholders: CEO receives time‑based RSUs that vest over three years, which can align management incentives with long‑term performance
• Transparent insider disclosure: Transaction date, number of units, vesting commencement date, and vesting schedule are explicitly reported

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received time-based RSUs aligning incentives with long-term shareholder value; disclosure is routine.

The Form 4 documents a time-based equity grant to the company's CEO totaling 117,948 restricted stock units that vest over three years. Such awards are a common executive compensation mechanism to retain leadership and align management incentives with long-term performance. The direct ownership form and zero reported price indicate these are compensation units rather than open-market purchases. From a governance standpoint, the grant is material to insider alignment but routine in nature; no additional compensation terms, acceleration provisions, or cash value are disclosed in this filing.

Compensation Analyst

TL;DR: Vesting schedule is straightforward; lacking value disclosure limits assessment of grant magnitude.

The award's structure—three equal annual vesting tranches starting 09/26/2025—is clear and supports retention over a multi-year horizon. However, the Form 4 does not state the grant's fair value, total dilution impact, or any performance conditions, restricting quantitative assessment of its compensation significance. Without grant-date valuation or company disclosure of total shares outstanding here, the investor impact cannot be precisely measured from this filing alone.

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).

1. Name and Address of Reporting Person^*

Xiao Jinsong

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		A		117,948(1)	A	$0	117,948	D

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. Restricted stock units vest over 3 years with equal parts vesting on each anniversary of the vesting commencement date of September 26, 2025.

	/s/ Paul Y. Cho, as attorney-in-fact for Jinsong Xiao	09/30/2025
	** 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 did Ultra Clean Holdings (UCTT) report on this Form 4?

The Form 4 reports that officer Jinsong Xiao was granted 117,948 restricted stock units with a transaction date of 09/26/2025.

When do the restricted stock units granted to Jinsong Xiao vest?

The restricted stock units vest in three equal annual installments beginning on the vesting commencement date of 09/26/2025.

Did Jinsong Xiao purchase shares on the open market according to this filing?

No. The filing reports an acquisition of restricted stock units at a reported price of $0, indicating a compensation grant rather than an open‑market purchase.

How many reporting persons filed this Form 4 for UCTT?

The Form 4 was filed by one reporting person, and the signature line shows it was signed by an attorney‑in‑fact for Jinsong Xiao on 09/30/2025.

Is the ownership form direct or indirect for the reported securities?

The filing indicates the securities are held directly following the reported transaction.