Every material Form 8-K Ultra Clean Holdings has filed with the SEC since April 28, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ultra Clean Holdings reported third-quarter 2026 revenue of $759.0 million, up 49% from a year earlier, and GAAP net income attributable to the company of $39.1 million, or $0.85 per diluted share, compared with a loss of $10.9 million a year earlier. The company also expects fourth-quarter 2026 revenue of $800 million to $860 million and GAAP diluted EPS of $1.02 to $1.26, which points to continued growth for shareholders.
Q3 2026 revenue was $759.0 million, up 49% from $510.0 million in Q3 2025 and up 18% from $644.9 million in Q2 2026.
GAAP net income attributable to UCT was $39.1 million, or $0.85 per diluted share, versus a loss of $10.9 million, or $0.24 per share, a year earlier.
Non-GAAP EPS was $1.15 versus $0.24 a year earlier; GAAP gross margin was 16.9%.
Q4 2026 outlook: revenue of $800 million to $860 million; GAAP diluted EPS of $1.02 to $1.26.
Ultra Clean Holdings appointed Alexander Davern to its Board of Directors, effective September 28, 2026. The filing says he has more than 30 years of industrial technology experience, including service as CEO of National Instruments from 2017 to 2020, and the appointment does not include any financial results or guidance.
Appointed to the Board effective September 28, 2026; announced in a press release dated September 30, 2026
Previously served at National Instruments from 1994 to 2020, including as CEO from 2017 to 2020 and CFO from 1998 to 2010
Currently an independent director of Cirrus Logic, Computer Modelling Group and Spectris plc
Will receive director compensation under the non-employee director policy and is expected to sign the standard indemnification agreement
Ultra Clean Holdings entered a sales agreement on August 14, 2026, allowing it to sell up to $400 million of common stock through an at-the-market offering using four sales agents. The company is not obligated to sell any shares and may suspend sales at any time, so the program's actual size and timing are at its discretion. Because new shares would add to the outstanding count, existing shareholders could see their ownership diluted if sales occur.
Maximum offering size is $400 million of common stock, with sales made at the company's discretion.
Sales Agents are UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.
Agents may receive commissions of up to 3.0% of gross offering proceeds.
Shares are issued under a Form S-3 shelf registration filed March 25, 2024 (Registration No. 333-278195).
Ultra Clean Holdings said CFO Sheri Savage ceased serving as Chief Financial Officer effective August 5, 2026, under a transition agreement, and Michael Keogh took over as CFO on that date. Savage stays on as a non-officer Finance Advisor until May 1, 2027, and the filing states her departure was not due to any disagreement with the company on operations, policies, or financial reporting.
Sheri Savage ceased to be CFO effective August 5, 2026; Michael Keogh succeeds her as CFO on that date
Savage remains employed as a non-officer Finance Advisor until the Separation Date of May 1, 2027
During the garden leave period, her base salary continues, she is eligible for a fiscal 2026 annual bonus, and she receives no salary increase or additional equity awards
Unvested equity awards keep vesting during the period and are forfeited if unvested when her employment ends
Ultra Clean Holdings reported second-quarter 2026 revenue of $644.9 million, up from $533.7 million in the prior quarter and $518.8 million a year earlier. GAAP net income was $8.7 million, or $0.19 per diluted share, compared with a $162.0 million loss a year earlier that included a $151.1 million goodwill impairment. The company guided third-quarter 2026 revenue to $700 million to $750 million and GAAP diluted earnings per share to $0.67 to $0.87.
Q2 2026 revenue was $644.9 million, versus $533.7 million in Q1 2026 and $518.8 million in Q2 2025.
GAAP net income was $8.7 million, or $0.19 per diluted share, versus a net loss of $17.9 million in Q1 2026 and a $162.0 million loss in Q2 2025.
Non-GAAP net income was $32.3 million, or $0.70 per diluted share, versus $0.31 in Q1 2026.
Q3 2026 outlook: revenue of $700 million to $750 million and GAAP diluted EPS of $0.67 to $0.87.
Ultra Clean Holdings said Michael Keogh will become its Chief Financial Officer effective August 5, 2026, succeeding Sheri Savage, and will report to CEO James Xiao. The filing sets his annual base salary at $595,000, a target bonus of 85% of salary, and an initial restricted stock unit grant valued at $2,000,000. For shareholders, the change means a new person will lead the company's finance function, and the filing describes his finance background at Ford, Bright Machines, Apple, Stanley Black & Decker and Intel.
Effective date: August 5, 2026; Keogh succeeds Sheri Savage as CFO
Reports to CEO James Xiao
Compensation: $595,000 base salary, 85% target bonus, initial RSU grant valued at $2,000,000
Change-in-control severance agreement: up to 150% of base salary plus annual cash bonus, plus 24 months of COBRA premiums
Ultra Clean Holdings entered into a Tenth Amendment to its credit agreement on April 23, 2026, refinancing $250 million of revolving credit commitments and extending the revolving facility's maturity to April 23, 2031. The amendment sets financial covenants that the company must meet at each fiscal quarter-end, including a maximum secured net leverage ratio and a minimum cash interest coverage ratio.
Amendment dated April 23, 2026 refinances revolving credit commitments totaling $250 million
Revolving facility maturity extended to April 23, 2031
Maximum Consolidated Secured Net Leverage Ratio of 3.25 to 1.00, or 3.75 to 1.00 after a Material Acquisition; minimum Cash Interest Coverage Ratio of 3.00 to 1.00
Letter of credit issuance capacity up to $50 million; agreement is led by Barclays Bank PLC as administrative agent
Ultra Clean Holdings issued $600 million of 0.00% convertible senior notes maturing March 15, 2031, including $75 million from the full exercise of the initial purchasers' option. The notes carry no regular interest and are convertible into common stock at an initial price of about $84.75 per share, so conversions could add to the share count, though the company entered capped call transactions costing about $25.1 million to reduce that dilution.
Issued $600 million principal of 0.00% convertible senior notes on March 3, 2026, including $75 million from the full option exercise
Notes mature March 15, 2031 and do not bear regular interest
Initial conversion price of about $84.75 per share; company may settle conversions in cash, shares, or a combination
Capped call transactions cost about $25.1 million, with a cap price of $104.0725 per share
Ultra Clean Holdings priced $525.0 million of 0.00% convertible senior notes due 2031, up from an announced $400.0 million, and amended its credit agreement to raise a leverage covenant to 6.00 to 1.00 for the fiscal periods ending on or about March 31 and June 30, 2026. The company plans to use part of the estimated $511.1 million in net proceeds to repurchase 672,608 shares at $59.47 each, and the notes could dilute shareholders if converted.
Notes priced at $525.0 million, upsized from $400.0 million; initial purchasers hold an option for up to an additional $75.0 million, and settlement is scheduled for March 3, 2026.
Estimated net proceeds of $511.1 million; about $40.0 million will fund repurchase of 672,608 common shares at $59.47 each.
Initial conversion price of approximately $84.75 per share, a 42.5% premium over the $59.47 closing price on February 26, 2026.
Ninth Amendment raises the maximum Consolidated Total Gross Leverage Ratio covenant to 6.00 to 1.00 for periods ending on or about March 31 and June 30, 2026.
Ultra Clean Holdings terminated Chief Operating Officer Harjinder Bajwa effective immediately on January 25, 2026, and named Robert Wunar as its new COO, effective March 23, 2026. Wunar previously spent years in operations roles at Applied Materials, most recently as Managing Director of Business Unit Operations through January 2026.
Harjinder Bajwa's employment as COO was terminated effective immediately on January 25, 2026; he will receive severance under the company's executive severance policy.
Robert Wunar, 58, was appointed COO by the Board on January 25, 2026, with a start date of March 23, 2026.
Wunar's salary is $475,000 per year, with a target bonus of 85% of base salary and a $200,000 sign-on bonus subject to clawback within 12 months.
Wunar's equity award has a grant date value of $1,500,000, subject to shareholder approval at the next annual meeting.
Ultra Clean Holdings reported third-quarter 2025 revenue of $510.0 million, down from $540.4 million a year earlier and $518.8 million in the prior quarter. The GAAP net loss attributable to the company was $10.9 million, or $0.24 per diluted share, much smaller than the $162.0 million loss in the prior quarter, which included a goodwill impairment. The board also approved a share repurchase program of up to $150 million over three years.
Q3 2025 revenue was $510.0 million, versus $540.4 million in the same quarter of 2024 and $518.8 million in the quarter ended June 27, 2025.
GAAP net loss attributable to the company was $(10.9) million, or $(0.24) per diluted share; non-GAAP net income was $12.9 million, or $0.28 per diluted share.
The company expects fourth-quarter 2025 revenue of $480 million to $530 million and GAAP diluted EPS of $(0.11) to $0.09.
On October 23, 2025, the board approved buybacks of up to $150 million of common stock over a three-year period.
Ultra Clean Holdings entered into an Eighth Amendment to its Credit Agreement with Barclays Bank PLC, as administrative agent, dated September 15, 2025. The amendment lowers the interest rate on the term loan facility by 0.5% per annum. The filing does not state the loan balance or the dollar savings, so the effect on shareholders is not quantified.
Eighth Amendment dated as of September 15, 2025, to the Credit Agreement dated August 27, 2018
Term loan facility interest rate reduced by 0.5% per annum
Barclays Bank PLC is administrative agent; full text filed as Exhibit 10.1
Ultra Clean Holdings said Jinsong (James) Xiao, most recently Corporate Vice President and General Manager at Applied Materials, will become CEO effective September 2, 2025, and will also join the Board. Clarence L. Granger, CEO since March 4, 2025, will step down as CEO on that date but remain non-executive Chairperson. The filing also discloses Xiao's pay package and promotes Christopher S. Cook to Chief Business Officer, which changes the company's top leadership and its executive compensation terms.
Xiao's offer letter sets a $710,000 base salary, a 105% target bonus, a $600,000 sign-on bonus, a $2,000,000 sign-on RSU grant and a $3,000,000 2025 annual equity grant, prorated to his start date
Granger has served as CEO since March 4, 2025 and will remain non-executive Chairperson of the Board
Cook, President of the Products Division since April 2022, becomes Chief Business Officer effective immediately, with salary raised to $595,000 and a $1,700,000 RSU award
Ultra Clean Holdings reported second-quarter 2025 revenue of $518.8 million, up from $516.1 million a year earlier, but posted a GAAP net loss of $162.0 million, or $(3.58) per diluted share, after a $151.1 million noncash goodwill impairment charge. On a non-GAAP basis the company reported net income of $12.1 million, or $0.27 per diluted share, and it guided third-quarter revenue to $480 million to $530 million.
Q2 2025 total revenue was $518.8 million, compared with $516.1 million in the year-earlier quarter.
GAAP net loss was $162.0 million, or $(3.58) per diluted share, versus net income of $19.1 million, or $0.42 per diluted share, a year earlier.
Non-GAAP net income was $12.1 million, or $0.27 per diluted share, in the quarter.
Third-quarter 2025 outlook: revenue of $480 million to $530 million; GAAP diluted loss of $(0.09) to $(0.29) per share; non-GAAP diluted income of $0.14 to $0.34 per share.
Ultra Clean Holdings said Services Division President Bill Bentinck will retire effective August 15, 2025, after a 40-year semiconductor career. Sam Johnson, who joined the company as Senior Vice President, Strategy, on March 21, 2025, will succeed him as head of the division on the same date.
Bill Bentinck retires as President, Services Division, effective August 15, 2025
Sam Johnson, 37, named head of Services Division, effective August 15, 2025
Johnson previously worked at Arcline Investment Management from December 2019 to March 2025
Filing does not state financial results or compensation terms for either executive
Ultra Clean Holdings reported first quarter 2025 results for the period ended March 28, 2025. Revenue was $518.6 million, up from $477.7 million a year earlier but down from $563.3 million in the prior quarter, and the company posted a GAAP diluted net loss of $(0.11) per share versus $0.36 of profit in the prior quarter. For the second quarter, it guided to revenue of $475 million to $525 million and a GAAP diluted loss of $(0.06) to $(0.26) per share, and its CEO cited softening customer demand late in the first quarter.
Q1 2025 revenue of $518.6 million, versus $477.7 million a year earlier and $563.3 million in the prior quarter
GAAP diluted EPS of $(0.11), versus $(0.21) a year earlier and $0.36 in the prior quarter
Non-GAAP diluted EPS of $0.28, versus $0.27 a year earlier
Q2 2025 outlook: revenue of $475 million to $525 million; GAAP diluted loss of $(0.06) to $(0.26) per share
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