What changed in this filing

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Item 1. Business

2026-02-23 compared with 2025-02-25 · 77 added, 78 removed, 245 unchanged (39% of the section changed)

6 unchanged sentences

Our Services segment provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment (“WFE”) markets.

We ship a majority of our products and provide most of our services to U.S.

registered customers with both domestic and international locations.

We ship a majority of our products and provide most of our services to U.S.-registered customers with both domestic and international locations.

In addition to U.S.

manufacturing and service operations, we manufacture products and provide parts cleaning and other related services in our Asia Pacific, Europe and Middle East (“EMEA”) facilities to support local and U.S.

based customers.

manufacturing and service operations, we manufacture products and provide parts cleaning and other related services in our Asia Pacific (“APAC”), Europe and Middle East (“EMEA”) facilities to support local and U.S.-based customers.

We conduct our operating activities primarily through our subsidiaries.

Over the long-term, we believe the semiconductor market we serve will continue to grow due to multi-year industry demand from a broad range of drivers, such as new device architecture (e.g.

gate all around) and memory devices (e.g.

high bandwidth memory) necessary for cloud, artificial intelligence (“AI”) and machine learning (“ML”) applications.

gate all around and backside power distribution), memory devices (e.g.

high bandwidth memory) necessary for cloud, artificial intelligence (“AI”) and machine learning (“ML”) applications, and advanced packaging.

We also believe that semiconductor original equipment manufacturers (“OEM”) are increasingly relying on partners like UCT to fulfill their expanding capacity requirements.

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Our international revenues represented 75.9%, 73.0% and 69.6% of total revenues for fiscal years ended 2025, 2024 and 2023, respectively.

See Note 13 to the Notes to Consolidated Financial Statements for further information about our geographic revenues.

See Note 12 of Notes to Consolidated Financial Statements for further information about our geographic revenues.

Our Suite of Offerings

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We provide our customers a broad outsourced solution for the development, design, component sourcing and cleaning, prototyping, engineering, and manufacturing and testing of advanced systems.

We utilize our weldment and frame fabrication capabilities together with highly specialized engineering, global supply chain management, and

assembly capabilities to produce high performance products that are customized to meet the needs of equipment suppliers and chipmakers.

We utilize our weldment and frame

fabrication capabilities together with highly specialized engineering, global supply chain management, and assembly capabilities to produce high performance products that are customized to meet the needs of equipment suppliers and chipmakers.

We enable our customers to minimize their overall number of suppliers, simplify their supply chain and reduce their inventories.

• Parts and components.

We offer our customers a wide range of gas delivery solutions such as ultra-clean valves, high purity connectors, industrial process connectors and valves, pneumatic actuators, manifolds and safety solutions, hoses, pressure gauges, gas line and component heaters, as well as complex weldments.

We offer our customers a wide range of gas delivery solutions such as precision thermal products, ultra-clean valves, high purity connectors, industrial process connectors and valves, pneumatic actuators, manifolds and safety solutions, hoses, pressure gauges, gas line and component heaters, as well as complex weldments.

These products comply with the highest quality standards to ensure accelerated performance in a variety of demanding environments and applications in the semiconductor, oil and gas, chemical and refinery, power, transportation, analytical, and gas manufacturing markets.

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We believe our customers will continue to outsource critical subsystems and that we are well positioned to capture a significant portion of these outsourcing opportunities.

We have broadened our portfolio into the sub-fab with the design and manufacturing of components, process solutions and fully integrated sub-systems.

We believe that our continued focus on efficient manufacturing, reduced design-to-delivery cycle times, and high quality and reliability will allow us to gain market share.

Similarly, we believe there is room to gain market share with our cleaning and coating

services, both with chip and equipment makers, as customers typically outsource these solutions.

We have broadened our IDM, memory and foundry portfolio into the sub-fab with the design and manufacturing of components, process solutions and fully integrated sub-systems which all support process tool facilitization.

We believe that our continued focus on efficient manufacturing, reduced design-to-delivery

cycle times, and high quality and reliability will allow us to gain market share.

Similarly, we believe there is room to gain market share with our cleaning and coating services, both with chip and equipment makers, as customers typically outsource these solutions.

By providing customers process improvement through consistently cleaner parts and analytical verification of process tool chamber part cleaning effectiveness, we have expanded our total available market significantly.

• Develop or acquire solutions that allow our customers to succeed at the leading edge of the semiconductor processing nodes .

We continue to expand the number and type of subsystems and services that we offer in the rapidly advancing semiconductor market.

Leveraging our technology roadmap assessments and broad customer engagements, we continue to expand the number and type of subsystem and service offerings we provide.

This maintains our ability to address and adapt to the rapidly advancing semiconductor market and meet the process and performance requirements for advanced nodes.

• Leverage our geographic presence in lower-cost manufacturing regions .

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• Continue to selectively pursue strategic acquisitions .

We will continue to consider strategic acquisitions that enable us to improve our financial model, expand our geographic presence, secure new customers and diversify into complementary products and services markets as well as broaden our technological and cleaning and analytical capabilities in the markets we serve.

We will continue to consider strategic acquisitions that enable us to improve our financial model, expand our geographic presence, secure new customers and diversify into adjacent markets as well as broaden our technological and cleaning and analytical capabilities in the markets we serve.

• Strengthen vertical integration .

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Our products include precision robotic solutions, gas delivery systems, sub-fab process equipment support racks, a variety of industrial and automation production equipment products, and subsystems that include wafer cleaning modules, chemical delivery modules, top-plate assemblies, frame assemblies, and process modules.

We also offer a wide range of parts and components such as ultra-clean valves, high purity connectors, industrial process connectors and valves, pneumatic actuators, manifolds and safety solutions, hoses, gas delivery systems, and pressure gauges.

We also offer a wide range of parts and components such as precision thermal products, ultra-clean valves, high purity connectors, industrial process connectors and valves, pneumatic actuators, manifolds and safety solutions, hoses, gas delivery systems, and pressure gauges.

• Parts and components.

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These systems are typically pallet mounted and are enclosed in a sheet metal encasing.

Our gas delivery system designs are developed in collaboration with our customers and are customized to meet the needs of specific processing requirements for OEMs.

While several customers specify the full system bill of materials, many leverage our design expertise to help them select the appropriate components for their particular system.

Our gas delivery system designs are developed in collaboration with our

customers and are customized to meet the needs of specific processing requirements for OEMs.

While several customers specify the full system bill of materials, many leverage our design expertise to help them optimize layout and select the appropriate components for their particular system.

• Fluid delivery systems:

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As a group, our respective year’s top two customers accounted for 58.7%, 54.5% and 57.4% of the Company’s revenues for fiscal years 2025, 2024 and 2023, respectively.

Approximately 94.9% of our total revenues for the fiscal year 2024 came from multiple segments of the semiconductor industry, which include IDM, Foundry, OEM, and sub-tier suppliers.

Approximately 95.7% of our total revenues for the fiscal year 2025 came from multiple segments of the semiconductor industry, which include IDM, memory, foundry, OEM, and sub-tier suppliers.

We have successfully been qualified as a supplier of equipment, cleaning, coating and analytical services with each of our customers who require such qualifications.

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Our customer relationship directors are responsible for establishing sales strategies and setting the objectives for specific customer accounts.

Each customer relationship manager is dedicated to a specific customer account and is responsible for maintaining strong working relationships with that customer, and in many cases provide on-site support.

OEM Customer relationship managers often attend customers’ internal meetings related to production and engineering design and quality to ensure that customer expectations are interpreted and communicated properly to the operations group.

Customer relationship managers also work with customers to identify and meet their cost and design-to-delivery cycle time

IDM Customer relationship managers work with process tool owners and Fab maintenance managers relating to the development and validation of cleaning recipes, addressing new tools cleaning and analytical requirements, and optimizing cleaning processes and analytical testing requirements to support node transitions.

Each customer relationship manager is dedicated to a specific customer account and is responsible for

maintaining strong working relationships with that customer, and in many cases provide on-site support.

Customer relationship managers also work with customers to identify and meet their cost and design-to-delivery cycle time objectives.

Chipmaker Customer relationship managers work with process tool owners and Fab maintenance managers relating to the development and validation of cleaning recipes, addressing new tools cleaning and analytical requirements, and optimizing cleaning processes and analytical testing requirements to support node transitions.

We have dedicated New Business Development managers for both our product and service businesses.

They are responsible for initiating and developing long-term, multi-level relationships and work closely with the customers on new business opportunities.

Our Customer Business Management organization includes technical sales support for order placement, spare parts, quotes and production status updates as well as service and maintenance contracts and analysis business.

Our Customer Business Management organization includes engineers who provide sub-system design through to design for manufacturability (“DFM”) recommendations and technical sales support for order placement, spare parts, quotes and production status updates as well as service and maintenance contracts and analysis business.

We have technical relationship representatives located at most of our facilities.

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UCT’s technical capability is extremely critical and differentiated to ensure high wafer yields and throughput as geometries shrink and density increases.

Our Services business development activities are performed primarily in Hillsboro, Oregon;

Phoenix, Arizona;

Israel and South Korea.

Our Services business development activities are performed primarily in the United States, Israel, and South Korea.

Intellectual Property

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When we compete for new business, it is typically against other suppliers of gas delivery systems, critical subsystems, parts and components, cleaning and analytical services, as well as the internal manufacturing and services groups of our customers.

Customers that have elected to outsource their gas delivery systems and other critical subsystems including

cleaning and analytics, could elect in the future to develop and manufacture these subsystems internally, leading to further competition.

Our principal competitor for gas delivery systems is Ichor Systems, Inc., and our principal competitors for other critical subsystems are Flex Ltd., Foxsemicon Integrated Technology Inc., Jabil, Inc., Sanmina Corporation, Fujikin Incorporated, VDL ETG and Celestica Inc.

For our gas delivery component solutions our principal competitors are Swagelok, Parker Hannifin, and Watlow.

For our services, cleaning and coating offerings, our main competitors in the U.S.

are Pentagon Technologies and Cleanpart, and in South Korea, KoMiCo.

For analytical services our primary competitors are Balazs (an Air Liquide company) and Cerium Labs.

Customers that have elected to outsource their gas delivery systems and other critical subsystems including cleaning and analytics, could elect in the future to develop and manufacture these subsystems internally, leading to further competition.

Our principal competitors for gas delivery systems are Ichor Systems, Inc.

and Fujikin Incorporated;

our principal competitors for other critical subsystems are Foxsemicon Integrated Technology Inc., Jabil, Inc., VDL ETG, Celestica Inc.

and Benchmark Electronics, Inc.

For our gas delivery component solutions our principal competitors are Swagelok, Parker Hannifin, Fujikin and Watlow.

For our services, cleaning and coating offerings, our main competitors are KoMiCo, SHT, EnPro and Pentagon.

For analytical services our primary competitors are Balazs (an Air Liquide company), Eurofins and SCAS.

Some of these competitors have substantially greater financial, technical, manufacturing and marketing resources than UCT.

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The goal is to build a responsible and sustainable end-to-end supply chain for the future of semiconductors.

In 2022, UCT became a Founding Member of the Semiconductor Climate Consortium (SCC), the first global alliance of

semiconductor ecosystem companies focused on reducing greenhouse gas emissions across the value chain.

As part of our ongoing commitment to SuCCESS2030, in 2025 we successfully conducted comprehensive materials, supply chain, and environmental health and safety surveys for our customers.

These assessments included information on conflict and extended minerals reporting templates, facilities, and other key areas.

In 2022, UCT became a Founding Member of the Semiconductor Climate Consortium (SCC), the first global alliance of semiconductor ecosystem companies focused on reducing greenhouse gas emissions across the value chain.

The SCC’s members are committed to driving climate progress within the semiconductor industry and support the Paris Agreement and related accords aimed at accelerating and intensifying the actions and investments required for a sustainable low-carbon future.

30 unchanged sentences

Positively involving our employees and giving back to communities is central to our culture.

Supported by the Company, our employees contribute directly to the community with their time and resources.

In 2024, we organized and conducted 31 events designed to give back and support its communities.

Supported by the Company, our employees directly contribute their time and resources through initiatives designed to give back and support our communities.

Available Information

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Name Age Position

Scholhamer 58 Chief Executive Officer and Director

James Xiao 55 Chief Executive Officer and Director

Sheri Savage 55 Chief Financial Officer

Harjinder Bajwa 58 Chief Operating Officer

58 Chief Operating Officer

Jeff McKibben 63 Chief Information Officer

Chris Cook 56 President, Products Business

Bentinck 63 President, Services Business

Chris Cook 57 Chief Business Officer

38 Senior Vice President and Services General Manager

Harding 45 Senior Vice President, Chief Accounting Officer

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Cho 48 General Counsel and Corporate Secretary

Scholhamer joined the Company as Chief Executive Officer and a member of our Board of Directors in January 2015.

Prior to joining Ultra Clean, Mr.

Scholhamer served as Corporate Vice President and General Manager of Applied

Materials, Inc., leading the Equipment Products Group and Display Services Group of its Global Service Division from February 2011 to January 2015.

Scholhamer joined Applied Materials, Inc.

in 2006, where, prior to his most recent position, he served as Vice President of Operations Display and Solar Products Division from July 2006 to December 2008 and Corporate Vice President and General Manager of the Display Business Group from December 2008 to February 2011.

Prior to that, Mr.

Scholhamer worked for Applied Films Corporation as COO/CTO and Vice President of Operations, Engineering and Research Development in the company’s German office from September 2002 to July 2006 and as Vice President of Thin Film Coating Division and Thin Film Equipment Division in the company’s Colorado office from July 2000 to September 2002.

Scholhamer holds a B.S.

in Materials and Metallurgical Engineering from the University of Michigan.

Jinsong (“James”) Xiao has served as our Chief Executive Officer since September 2025.

Xiao joined the Company after serving as Corporate Vice President and General Manager of Applied Materials, Inc., where he led the Semiconductor Dielectric ALD Product Group and Metal Deposition Products (MDP)/ALD BU operations from August 2023 to September 2025.

Prior to this role, Mr.

Xiao held various executive positions at Applied Materials since June 2006, including Corporate Vice President and General Manager of the Core Product Group within the Display & Flexible Technology division from April 2023 to July 2023;

Corporate Vice President and General Manager of the Display Thin Film Group from February 2017 to April 2023;

Vice President and General Manager of the Display CVD & Equipment Product Group from May 2015 to February 2017;

and Managing Director/Vice President and General Manager of the Display CVD Products Division from February 2013 to May 2015.

Sheri Savage has served as our Chief Financial Officer since July 2016.

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in Managerial Economics from the University of California, Davis.

Harjinder Bajwa joined UCT as Chief Operating Officer in June 2024.

Bajwa has 30 years of global operations expertise, including strategy development and execution, operations improvement and quality control, lean manufacturing and cost management.

Most recently, Harjinder was the Chief Operating Officer for Reconext, a leading provider of aftermarket lifecycle services for electronics.

Prior, he held various roles with Flex, Ltd.

for 27 years.

From 2011 to 2021, he was the Senior Vice President, Global Operations of the High Reliability Solutions business unit, where he oversaw global operations in Americas, Asia and Europe, and was part of significant growth in the business unit's revenue and operating profits.

Bajwa holds a B.S.

in Mechanical Engineering from Panjab University and an M.S.

in Engineering from San Jose State University.

He has also completed executive development programs at the Massachusetts Institute of Technology and Stanford University.

Robert Wunar was appointed by the Board of Directors of the Company as Chief Operating Officer on January 25, 2026, effective March 23, 2026.

Wunar brings more than 30 years of operations and manufacturing leadership experience.

Most recently, he served as Managing Director of Business Unit Operations at Applied Materials, Inc.

from November 2020 to January 2026.

Prior to that, Mr.

Wunar served as Managing Partner at Applied Manufacturing Group, Inc.

from December 2019 to November 2020 and as Principal at HelmSmart Consulting from January 2017 to December 2019.

He also served as Senior Director, Business Operations, at SolarCity from December 2014 to December 2016.

Earlier in his career, Mr.

Wunar held various roles of increasing responsibility at Applied Materials, Inc.

from July 1992 to December 2014.

Wunar holds a Bachelor of Science in Electronics Engineering Technology from DeVry Institute of Technology.

Jeff McKibben has served as our Chief Information Officer since August 2021.

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in Humanities and International Relations cum laude from Georgetown University.

Chris Cook has served as our President, Products Business since April 2022.

Chris Cook has served as our Chief Business Officer since August 2025.

Cook joined the Company as the President of Products Business in April 2022.

Before joining UCT, Mr.

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from January 2012 to June 2015.

Cook joined Infineon Technologies AG in 2003 and served as its Vice President and General Manager, RF and Protection Devices from May 2008 to December 2011, its Managing Director, Infineon Technologies North America from July 2007 to December 2008 and Vice President and General Manager, AI Marketing from May 2003 to May 2008.

Cook joined Infineon Technologies AG in 2003 and served as its Vice President and

General Manager, RF and Protection Devices from May 2008 to December 2011, its Managing Director, Infineon Technologies North America from July 2007 to December 2008 and Vice President and General Manager, AI Marketing from May 2003 to May 2008.

He previously held various roles of increasing responsibility at Renesas Technology (formerly Hitachi Semiconductor) from 1995 to 2003.

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in Electrical Engineering and Technology from Purdue University and completed the Program for Leadership Development at Harvard Business School.

Bentinck has served as our President, Semiconductor Services Business since May 2019.

Bentinck joined the Company as Senior Vice President, Semiconductor Services Business, in March 2019.

Bentinck previously served as Executive Vice President and General Manager of Eugenus, Inc., a semiconductor equipment manufacturing company, from November 2017 to June 2018.

Prior to that, Mr.

Bentinck served as Vice President and General Manager of the Logic & Memories Technology Group for AIXTRON Inc., a manufacturer of systems and equipment to the semiconductor industry, from April 2014 to November 2017.

From August 2006 to March 2014, Mr.

Bentinck served as General Manager, Customer Support Business Group (Spares & Services) for Lam Research Corporation, a global supplier of wafer fabrication equipment and services to the semiconductor industry.

Prior to Lam Research Corporation, Mr.

Bentinck served in various roles of increasing responsibility at Novellus Systems, Inc., a provider of advanced process equipment for the

global semiconductor industry, from 1991 through August 2006.

Bentinck holds a B.S.

in Chemical Engineering, and a M.S.

in Engineering – Material Science, from California State Polytechnic University, Pomona.

Sam Johnson has served as our Head of the Services Division since August 15, 2025.

Johnson joined the Company as Senior Vice President, Strategy, in March 2025.

Prior to joining the Company, Mr.

Johnson served as Principal, Portfolio Operations and Head of ESG at Arcline Investment Management, a private equity firm, from December 2019 to March 2025.

Previously, Mr.

Johnson was a consultant at Bain & Company, a management consulting firm, from July 2017 to December 2019.

Earlier in his career, from August 2010 to May 2015, Mr.

Johnson served in various capacities at Chevron Corporation, an integrated oil and gas company.

Johnson holds a B.S.

in Electrical and Computer Engineering from Cornell University and an M.B.A.

from Harvard Business School.

Harding has served as our Senior Vice President, Chief Accounting Officer since June 2022.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business