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 (UCTT) filed its Q3 2025 10‑Q. Revenue was $510.0 million (down 5.6% year over year), with gross margin of $82.2 million and operating income of $10.6 million. The quarter recorded a net loss attributable to UCT of $10.9 million, or $0.24 per share.
Year to date, revenue reached $1,547.3 million and net loss was $177.9 million, reflecting a $151.1 million goodwill impairment recognized in Q2. Cash and cash equivalents were $314.1 million, and total bank debt was $476.4 million. The term loan bore a 6.9% rate after a 0.50% reduction executed on September 15, 2025; $146.6 million remained available under the U.S. revolver.
Customer concentration remained high: Lam Research represented 39.4% of Q3 revenue and Applied Materials 20.5%. Geographically, Singapore led with $180.8 million. Subsequent to quarter‑end, the Board renewed the share repurchase program authorizing up to $150.0 million over three years.
Ultra Clean Holdings (UCTT) announced two updates. First, the Board approved a share repurchase program authorizing the Company to buy back up to $150 million of common stock over a three-year period. Subject to applicable laws and regulations, purchases may occur from time to time in the open market, in privately negotiated transactions, or through trading plans designed to qualify under Rule 10b5-1, at times and in amounts the Company deems appropriate based on market conditions, legal requirements, and other business considerations.
Separately, the Company furnished a press release announcing financial results for its third fiscal quarter ended September 26, 2025, attached as Exhibit 99.1.
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.
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.
Ultra Clean Holdings officer Jinsong Xiao filed an initial Form 3 reporting his status as Director and Chief Executive Officer of Ultra Clean Holdings, Inc. (UCTT). The filing states no securities are beneficially owned and notes the Form 3 was not timely filed due to an administrative delay. The form is signed by an attorney-in-fact on behalf of Mr. Xiao.
Ultra Clean Holdings, Inc. entered into an Eighth Amendment to its existing Credit Agreement on September 15, 2025 with Barclays Bank PLC as administrative agent and the lenders party to the facility. The amendment specifically reduces the interest rate on the term loan facility by 0.5% per annum, lowering the company’s ongoing borrowing cost on that portion of its debt. This change updates a credit agreement that has been amended multiple times since it was originally signed in August 2018.
The company also identified this amendment as creating a direct financial obligation, reflecting the revised interest terms on its term loan. The full text of the Eighth Amendment is provided as an exhibit to the report.
Christopher S. Cook, President, Products Division of Ultra Clean Holdings, Inc., reported an equity award on Form 4 showing acquisition of 73,686 restricted stock units on 08/29/2025 at no cash price. After the award, Mr. Cook beneficially owned 130,015 shares of Common Stock directly and had an additional 4,100 shares held indirectly by a trust. The restricted stock units vest over three years in equal annual installments beginning on the vesting commencement date of 08/29/2025. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Cook on 09/03/2025.
Ultra Clean Holdings, Inc. (UCTT) Form 3 reports an initial beneficial ownership filing for Samuel W. Johnson. The filing shows 12,345 shares of Common Stock beneficially owned as direct ownership, described as restricted stock units that vest in three equal annual installments subject to continued employment. The report identifies Mr. Johnson as Senior Vice President, Services Business, and a company officer and director. The form is signed by an attorney-in-fact on behalf of Mr. Johnson and dated 08/25/2025 for an event date of 08/15/2025. The filing includes an Exhibit 24 power of attorney remark and indicates no derivative securities are reported.
Frontier Capital Management Co., LLC disclosed beneficial ownership of 2,754,163 shares of Ultra Clean Holdings, Inc. common stock, representing 6.1% of the class. The filer reports no sole voting or dispositive power; instead it reports shared voting power of 1,615,497 shares and shared dispositive power for 2,754,163 shares. The reporting person is classified as an investment adviser (IA).
The filing includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. No group, subsidiary, or additional account-level details or transactions are reported in the statement.
Ultra Clean Holdings (UCTT) filed an 8-K disclosing major leadership changes. James “Jinsong” Xiao, a 19-year Applied Materials veteran, will become Chief Executive Officer and join the Board on 2 Sep 2025. Current CEO Clarence Granger, in the role only since March, will step down and remain non-executive chair, providing continuity.
Compensation & incentives: Xiao will receive a $710 k base salary, 105% target bonus, a $600 k sign-on cash bonus, and equity valued at $5 m (one-time $2 m RSUs plus prorated 2025 grant split 45% RSUs / 55% PSUs). RSUs vest annually over three years; PSUs cliff-vest after a three-year performance period. Severance equals 150% salary & bonus (24 months on a change-in-control) plus COBRA and accelerated vesting.
Additional move: Christopher S. Cook, President of the Products Division, is promoted to Chief Business Officer effective immediately. His new package: $595 k base, 85% bonus target, and $1.7 m RSUs vesting over three years. Severance mirrors CFO/COO terms (100% salary & bonus; elevates to 150% on CIC).
Investor take: Hiring a seasoned semiconductor operator may strengthen strategy, yet the rapid CEO turnover and sizable equity grants add governance and dilution considerations.