Ultra Clean Holdings, Inc. filings document the company's operating results, governance matters, and capital-structure activity as a Nasdaq-listed supplier to the semiconductor industry. Form 8-K reports cover quarterly and annual financial results, executive and board leadership changes, material agreements, and financing transactions.
The company's regulatory record also includes proxy materials for annual meeting and shareholder voting matters, along with disclosures on its common stock, credit-facility amendments, and 0.00% Convertible Senior Notes due 2031. These filings describe formal updates to Ultra Clean's financing arrangements, officer succession, board oversight, and public-company reporting obligations.
Ultra Clean Holdings, Inc. has implemented its planned finance leadership transition. Sheri Savage stepped down as Chief Financial Officer effective August 5, 2026, with previously designated successor Michael Keogh assuming the CFO role on that date.
On August 4, 2026, the company and Ms. Savage entered into a Transition and Garden Leave Agreement. Ms. Savage will remain employed as a non-officer Finance Advisor through May 1, 2027, the Separation Date, during a Garden Leave Period focused on transition-related special projects. Subject to her signing and not revoking a general release of claims and complying with the agreement, she will continue to receive her August 5, 2026 base salary rate, remain eligible for a fiscal year 2026 annual bonus, and continue participation in employee benefit plans, while not receiving salary increases or new equity awards. Existing equity awards will vest in accordance with their terms during the Garden Leave Period, with unvested awards forfeiting at separation. The company states her transition does not arise from any disagreement over operations, policies, practices, or financial reporting.
Ultra Clean Holdings, Inc. grew Q2 2026 revenue to $644.9 million, up 24.3% year over year, with Products at $572.7 million and Services at $72.2 million. International customers supplied 78% of revenue, led by Singapore and other Asia-Pacific markets as semiconductor capital equipment demand improved.
Gross margin improved to 16.1%, and the company generated income from operations of $29.5 million versus a prior-year loss that included a $151.1 million goodwill impairment. Net income attributable to UCT was $8.7 million ($0.19 diluted EPS). Operating cash flow for the first half was $(74.4) million, driven mainly by a $238.9 million inventory build. Cash stood at $255.9 million, with inventories at $629.9 million and total assets of $1.92 billion. In March 2026 UCT issued $600.0 million of 0% Convertible Senior Notes due 2031, used in part to repay its term loan, and repurchased 0.7 million shares for $40.3 million. Long-term debt was $599.4 million, and $230.9 million remained available on the expanded U.S. revolving credit facility.
Ultra Clean Holdings reported second-quarter 2026 revenue of $644.9 million, with Products contributing $572.7 million and Services $72.2 million. GAAP gross margin was 16.1% and operating margin 4.6%, producing GAAP net income of $8.7 million, or $0.19 per diluted share, compared with a net loss of $17.9 million, or $0.40 per share, in the prior quarter.
On a non-GAAP basis, gross margin was 16.7%, operating margin 7.0%, and net income was $32.3 million, or $0.70 per diluted share, up from $14.5 million, or $0.31 per share, in the prior quarter. For the third quarter of 2026, the company expects revenue between $700 million and $750 million, GAAP diluted EPS of $0.67–$0.87, and non-GAAP diluted EPS of $0.83–$1.03.
For the first six months of 2026, operations used $74.4 million of cash alongside a $238.9 million inventory increase. Cash and cash equivalents were $255.9 million at June 26, 2026, and long-term debt was $599.4 million following issuance of $600.0 million of convertible notes and $40.0 million of share repurchases.
Vanguard Capital Management, together with specified affiliates, reports beneficial ownership of 2,248,424 shares of Ultra Clean Holdings Inc common stock, representing 5.01% of the class as of June 30, 2026.
The group has sole voting power over 339,398 shares and sole dispositive power over 2,248,424 shares, with no shared voting or dispositive power. The position includes securities held by Vanguard funds and managed accounts over which these entities exercise voting and/or dispositive authority; no other single underlying investor has an interest in more than 5% of the class.
Ultra Clean Holdings, Inc. is appointing Michael Keogh as Chief Financial Officer, effective August 5, 2026, succeeding Sheri Savage and reporting to CEO James Xiao. The company highlights his 25+ years of finance and operations leadership across semiconductor, advanced manufacturing, automotive, and technology industries.
Under his offer letter, Keogh will receive a $595,000 annual base salary, a target bonus equal to 85% of base salary, and an initial grant of Company RSUs valued at $2,000,000. RSUs vest in equal parts over three years, while PSUs vest after a three-year performance period under the company’s PSU program.
If terminated without cause or he resigns for good reason before a change in control, Keogh is eligible for 100% of base salary, 100% of his annual bonus based on a three-year average, 12 months of COBRA premiums, and accelerated vesting of equity awards that would vest within 12 months. If termination occurs around a change in control under his Change in Control Severance Agreement, cash severance increases to 150% of base salary plus bonus, COBRA coverage extends to 24 months, and all unvested equity awards accelerate.
Ultra Clean Holdings, Inc. Chief Accounting Officer Brian E. Harding reported open-market sales of a total of 3,837 shares of common stock on July 2, 2026. The sales were executed in three tranches at weighted average prices of about $126.92, $128.37 and $130.12 per share, with individual trades occurring within specified price ranges. The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan, indicating they were scheduled in advance rather than timed discretionarily. After these sales, Harding continues to directly hold 33,581 shares of Ultra Clean common stock.
Brian Harding filed a Form 144 via Morgan Stanley Smith Barney LLC to register 3,837 shares of Common Stock for resale.
The filing also records prior open-market sales: 16,988 shares sold on 06/04/2026 for $1,519,877.97 and 4,000 shares sold on 05/05/2026 for $320,000.00. The securities listed to be sold are restricted stock dated 06/24/2025.
Ultra Clean Holdings, Inc. Chief Accounting Officer Brian E. Harding received an equity award of 9,363 shares of common stock on June 26, 2026 as a grant or award acquisition. Following this grant, he directly holds 37,418 shares. A related footnote states these restricted stock units vest over three years, with equal parts vesting on each anniversary of the June 26, 2026 vesting commencement date.
Ultra Clean Holdings, Inc. reported that CFO Sheri Savage sold shares of the company’s common stock in a series of open-market transactions. On June 4, 2026, she sold a total of 14,421 shares of Ultra Clean common stock across 29 separate trades.
The reported sale prices ranged from about $86.59 to $91.92 per share, based on weighted-average price ranges disclosed in multiple footnotes. These are non-derivative transactions in common stock, and the filing describes them as sales in the open market or private transactions.
Ultra Clean Holdings, Inc. CFO Sheri Savage reported open‑market or private sales of 15,766 shares of common stock on June 4, 2026, across 17 non‑derivative transactions, with footnotes describing weighted‑average price ranges from $85.7600 up to $91.9500 per share. Following these trades, she directly holds 50,710 common shares.