What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-25 · 41 added, 61 removed, 185 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the Company’s disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded the disclosure controls and procedures were not effective as of December 27, 2024, the end of the period covered by this Annual Report on Form 10-K, due to material weaknesses in internal control over financial reporting described below.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded the Company’s disclosure controls and procedures were effective as of December 26, 2025, the end of the period covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 26, 2025 using the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 27, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 26, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 26, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Remediation of Previously Reported Material Weaknesses

We previously disclosed material weaknesses in our internal control over financial reporting related to the following:

• The Company did not design and maintain effective controls relating to the:

6 unchanged sentences

Specifically, the Company did not design and maintain effective segregation of duties controls across various business processes, including journal entries.

The material weaknesses described above did not result in any material misstatements to annual or interim consolidated financial statements.

However, these material weaknesses could result in misstatements of our consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of the Company’s internal control over financial reporting as of December 27, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Remediation Plan and Progress

Management has been executing and remains committed to implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

In response to all unremediated material weaknesses, management has taken the following actions:

• engaged an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and to assist with the remediation of deficiencies, as necessary,

• hired additional IT, accounting, and finance personnel to support our remediation efforts, including a Vice President of Internal Audit, as well as third-party resources with relevant expertise to augment our internal resources,

• formalized roles and responsibilities within the organization to establish ownership of workstreams to identify and analyze risks of material misstatement, develop internal control activities to support the achievement of the Company’s internal control objectives, and monitor the effective performance of those control objectives,

• performed an entity-wide risk assessment of information technology systems and business processes by operating subsidiary, and

• assessed the specific training needs for newly hired and existing personnel and developed and delivered training programs designed to support our internal controls.

During the quarter ended December 26, 2025, we completed the following activities as part of remediating the material weaknesses:

• Hired additional compliance personnel to support our remediation efforts.

• Monitored the effective performance of internal controls under remediation.

• Delivered training programs designed to support our internal controls.

In response to the material weakness “(a)” management has taken the following actions:

• in process of designing and implementing change management and user access review controls for relevant information technology systems at certain Fluid Solutions operating subsidiaries not yet migrated to our primary ERP system.

Management also continues to design and implement other user access controls to ensure appropriate segregation of duties that adequately restrict user access to our financial applications and data to appropriate company personnel.

• We migrated the Fluid Solutions operating subsidiaries to our primary ERP system in the third quarter of 2025, including the utilization of existing IT general controls of our primary ERP system leveraging standard user access controls to ensure appropriate segregation of duties that adequately restrict user access to our financial applications and data to appropriate company personnel.

In response to the material weakness “(b)” management has taken the following actions:

• in process of designing and implementing controls over segregation of duties assessments to identify key conflicts, establishing policies and procedures to maintain effective segregation of duties, and identifying and implementing mitigating controls for any key conflicts identified for certain other international operating subsidiaries in the Products segment which have not been migrated to the Company’s primary ERP system.

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address the material weaknesses or modify the remediation plans described above.

We believe that these actions will remediate the material weaknesses, however the material weaknesses will not be considered remediated until we conclude all measures necessary to remediate the material weaknesses have been designed, implemented, and the applicable controls have operated for a sufficient period of time, and management has concluded, through testing, that these controls are designed and operating effectively.

While management believes that the aforementioned plans will remediate the material weaknesses, there is no assurance on the exact timing of the completion of the remediation.

Remediation of Previously Reported Material Weaknesses

We previously disclosed material weaknesses in our internal control over financial reporting related to the following:

• the design of controls to determine the valuation of inventories, including the write down of inventory to its estimated market value less costs to sell and the validation and approval of inventory costing,

• the design of controls to validate the accuracy of certain data used within the operation of controls which affects substantially all financial statement account balances and disclosures, and

• the design of controls related to the review of cash flow forecasts used in the valuation of certain assets and liabilities acquired in a business combination.

Specifically, the control activities related to the review of the inputs and assumptions utilized to develop the cash flow forecasts used in the valuation of acquired intangible assets and contingent earn-out liabilities were not designed at an appropriate level of precision.

During the quarter ended September 27, 2024, we completed the following activities as part of remediating these material weaknesses:

• designed and implemented controls over valuation of inventories, including review and assessment of the methodology for the valuation of inventories, including the write down of inventory to its estimated market value less costs to sell,

• designed and implemented controls over validation and approval of inventory costing,

• established ongoing education and training of control owners on how to assess the accuracy and completeness of relevant data used within the operation of controls, including the adequate levels of evidence and documentation required to support such procedures,

• designed and implemented an additional control activity in each IT dependent manual control to validate the accuracy of data used within the operation of controls,

• designed and implemented controls over the review of cash flow forecasts utilized in the valuation of contingent earn-out liabilities including review of the inputs and assumptions utilized to develop the cash flow forecasts at an appropriate level of precision, and

• designed controls that stand ready to operate in a future business combination to review the inputs and assumptions utilized to develop the cash flow forecasts in the valuation of intangible assets at an appropriate level of precision.

• During the third quarter of 2025, we began operating the previously designed and implemented controls over segregation of duties assessment to identify key conflicts, established policies and procedures to maintain effective segregation of duties, and identified and implemented mitigating controls for key conflicts identified for certain other international operating subsidiaries in the Products segment which have not been migrated to the Company’s primary ERP system.

During the quarter ended December 26, 2025, we completed our testing of both the design and operating effectiveness of these controls and have determined that controls operated for a sufficient period of time for management to conclude that these material weaknesses have been remediated as of December 26, 2025.

8 unchanged sentences

The information required by this item with respect to Section 16(a) beneficial reporting compliance is incorporated by reference to the section entitled, “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is designed to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

11 unchanged sentences

(Shares in millions)

Plan Category (a)

Plan category

Number of securities

to be issued upon

Exercise/Vest of

outstanding options,

Warrants and Rights (b)

warrants and rights

Weighted-average

1 unchanged sentence

options, warrants

and Rights (c) (1)

Number of securities

16 unchanged sentences

San Jose, California

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Form 10-K:

Financial Statements:

Report s of Independent Registered Public Accounting Fir ms

Reports of Independent Registered Public Accounting Firms (PCAOB ID:

238 and PCAOB ID:

Consolidated Balance Sheets

13 unchanged sentences

8-K 000-50646 December 17, 2020 2.1

2.3 HIS Merger Agreement

3.1 Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc.

20 unchanged sentences

S-1/A 333-11904 March 2, 2004 10.10

10.7† Severance Policy for Executive Officers (amended as of October 26, 2018)

8-K 000-50646 November 1, 2018 10.1

10.8† Offer Letter between Ultra Clean Holdings, Inc.

Scholhamer dated January 3, 2015

8-K 000-50646 January 5, 2015 99.1

Number Description Form File No.

Filing Date Exhibit Filed

10.9† Change in Control Severance Agreement dated as of January 19, 2015 by and between Ultra Clean Holdings, Inc.

10-K 000-50646 March 11, 2015 10.18

Promotion Letter between Ultra Clean Holdings, Inc.

4 unchanged sentences

8-K 000-50646 July 12, 2016 99.1

Number Description Form File No.

Filing Date Exhibit Filed

Change in Control Severance Agreement between Ultra Clean Holdings, Inc.

1 unchanged sentence

8-K 000-50646 July 12, 2016 99.2

10.13† Amendment to Offer Letter and Change in Control Severance Agreement dated as of July 25, 2017 by and between Ultra Clean Holdings, Inc.

10-Q 000-50646 August 9, 2017 10.2

Form of Change in Control Severance Agreement for Executive Officers

8-K 000-50646 November 1, 2018 10.2

Offer Letter between the Company and James Xiao

8-K 000-50646 August 7, 2025 10.1

Promotion Letter between the Company and Christopher S.

8-K 000-50646 August 7, 2025 10.2

Severance Benefits for Executive Officers, dated as of August 1, 2025

10-Q 000-50646 October 29, 2025 10.1

Chief Executive Officer Change in Control Severance Plan, dated as of September 2, 2025

10-Q 000-50646 October 29, 2025 10.2

Chief Business Officer Change in Control Severance Plan, dated as of August 24, 2025

10-Q 000-50646 October 29, 2025 10.3

Credit Agreement, dated as of August 27, 2018, among Ultra Clean Holdings, Inc., Barclays Bank PLC, as administrative agent, and the lenders party thereto

24 unchanged sentences

8-K 000-50646 October 10, 2024 10.1

10.23† Form of Change in Control Severance Agreement for Executive Officers

8-K 000-50646 November 1, 2018 10.2

Eighth Amendment, dated as of September 15, 2025, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc.

party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto.

8-K 000-50646 September 16, 2025 10.1

19.1 Ultra Clean Holdings, Inc.

Insider Trading Policy

000-50646 February 25, 2025 19.1

21.1 Subsidiaries of Ultra Clean Holdings, Inc.

23.1 Consent of Pricewaterhouse Coopers LLP, Independent Registered Public Accounting Firm

23.2 Consent of Moss Adams LLP, Independent Registered Public Accounting Firm

24.1 Power of Attorney (included on signature page) X

23.2 Consent of Baker Tilly US LLP

Number Description Form File No.

Filing Date Exhibit Filed

24.1 Power of Attorney (included on signature page) X

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

17 unchanged sentences

Ultra Clean Holdings, Inc.

/S/ JAMES XIAO

Chief Executive Officer

February 23, 2026

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints James P.

Scholhamer and Sheri Savage, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission hereby ratifying and confirming that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints James Xiao and Sheri Savage, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission hereby ratifying and confirming that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

GRANGER Chairman February 23, 2026

SCHOLHAMER Chief Executive Officer and Director

/S/ JAMES XIAO Chief Executive Officer and Director

(Principal Executive Officer) February 23, 2026

9 unchanged sentences

MADDOCK Director February 23, 2026

/S/ BARBARA V.

SCHERER Director February 25, 2025

/S/ JACQUELINE A.

4 unchanged sentences

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 9A. Controls and Procedures