Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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 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 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
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
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). 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: (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives across the Company, (ii) sufficiency of competent personnel to analyze risks of material misstatement and develop internal control activities to support the achievement of the Company’s internal control objectives; and (iii) monitoring of control activities in accordance with established policies in a timely manner.
• These material weaknesses contributed to the following additional material weaknesses:
(a) The Company did not design and maintain effective information technology (“IT”) general controls for certain information systems that are relevant to the preparation of its consolidated financial statements. Specifically, for certain of the Fluid Solutions operating subsidiaries in the Products segment which have not been migrated to the Company’s primary ERP system, the Company did not design and maintain (i) program change management controls to ensure that IT program and data changes are identified, tested, authorized and implemented appropriately, and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate company personnel.
(b) The Company did not design and maintain effective controls for certain other international operating subsidiaries in the Products segment. Specifically, the Company did not design and maintain effective segregation of duties controls across various business processes, including journal entries.
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:
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• 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:
• 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal fourth quarter ended December 26, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Pursuant to Paragraph G (3) of the General Instructions to Form 10-K, portions of the information required by Part III of Form 10-K are incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our December 26, 2025 Annual Meeting of Stockholders.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item concerning directors and corporate governance is incorporated by reference to the section entitled, “Election of Directors” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.
For information with respect to Executive Officers, see Part I, Item 1 of this Annual Report on Form 10-K, under “Executive Officers.”
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. This code of ethics is available on our website at www.uct.com . To the extent required by law, any amendments to, or waivers from, any provision of the code of ethics will be promptly disclosed to the public. To the extent permitted by such legal requirements, we intend to make such public disclosure by posting the relative material on our website in accordance with SEC rules.
Insider Trading Policies and Procedures
We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees that are designed to promote compliance with insider trading laws, rules and regulations, and applicable NASDAQ listing standards, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Item 11. Executive Compensation
The information required by this item regarding the security ownership of certain beneficial owners is incorporated by reference to the sections entitled “Executive Officer Compensation” and “Election of Directors” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.
The table below summarizes our equity plan information as of December 26, 2025:
(Shares in millions)
Plan category
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c) (1)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a)
Equity compensation plans approved by security holders 1.6 $ — 0.5
(1) Consists of the 2003 Stock Incentive Plan, as amended, and, for purposes of column (c), the Employee Stock Purchase Plan. Since restricted stock units do not have an exercise price, they are excluded from the calculations in column (b) of the table above.
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Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to the section entitled “Certain Relationships and Related Party Transactions” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the section entitled “Ratification of the Appointment of Our Independent Registered Public Accounting Firm” in our Proxy Statement for the December 26, 2025 Annual Meeting of Stockholders.
Auditor Firm Id: 238
Auditor Name: PricewaterhouseCoopers LLP
Auditor Location: San Jose, California
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
1. Financial Statements:
Form 10-K
Page No.
Reports of Independent Registered Public Accounting Firms (PCAOB ID: 238 and PCAOB ID: 23 )
43
Consolidated Balance Sheets
47
Consolidated Statements of Operations
48
Consolidated Statements of Comprehensive Income (Loss)
49
Consolidated Statements of Cash Flows
50
Consolidated Statements of Stockholders’ Equity
52
Notes to Consolidated Financial Statements
55
2. Financial statement schedules not listed have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits
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Exhibit Index
Exhibit
Number Description Form File No. Filing Date Exhibit Filed
Herewith
2.1 Agreement and Plan of Merger, dated as of July 24, 2018, among Quantum Global Technologies, LLC, Ultra Clean Holdings, Inc., Falcon Merger Subsidiary, LLC and G-Squared Partners, LLC (as the representative of the unitholders of the Company)
8-K 000-50646 July 25, 2018 2.1
2.2 Agreement and Plan of Merger by and among Ultra Clean Holdings, Inc., Sir Daibus Ltd., Bealish Ltd. and Ham-Let (Israel – Canada) Ltd.
8-K 000-50646 December 17, 2020 2.1
3.1 Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc.
S-1/A 333-11904 March 2, 2004 3.1
3.2 Amended and Restated Bylaws of Ultra Clean Holdings, Inc.
10-Q 000-50646 May 2, 2016 3.1
4.1 Specimen Stock Certificate
S-1/A 333-11904 March 8, 2004 4.1
4.2 Description of Securities Registered Under Section 12 of the Exchange Act
10-K 000-50646 March 6, 2024 4.2
10.1† Ultra Clean Holdings, Inc. Amended and Restated Stock Incentive Plan (amended and restated as of May 17, 2023)
10-K 000-50646 March 6, 2024 10.1
10.2† Form of Stock Option Agreement
S-1/A 333-11904 March 8, 2004 10.6
10.3† Form of Award Agreement
S-1/A 333-11904 March 8, 2004 10.13
10.4† Form of Restricted Stock Unit Award Agreement
10-K 000-50646 March 12, 2008 10.18
10.5† Employee Stock Purchase Plan (amended and restated as of May 17, 2023)
10-K 000-50646 March 6, 2024 10.5
10.6† Form of Indemnification Agreement between Ultra Clean Holdings, Inc. and each of its directors and executive officers
S-1/A 333-11904 March 2, 2004 10.10
10.7†
Promotion Letter between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated February 18, 2016
10-K 000-50646 March 9, 2016 10.18
10.8†
Offer Letter between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated July 7, 2016
8-K 000-50646 July 12, 2016 99.1
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Exhibit
Number Description Form File No. Filing Date Exhibit Filed
Herewith
10.9†
Change in Control Severance Agreement between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated July 7, 2016
8-K 000-50646 July 12, 2016 99.2
10.10†
Form of Change in Control Severance Agreement for Executive Officers
8-K 000-50646 November 1, 2018 10.2
10.11†
Offer Letter between the Company and James Xiao
8-K 000-50646 August 7, 2025 10.1
10.12†
Promotion Letter between the Company and Christopher S. Cook
8-K 000-50646 August 7, 2025 10.2
10.13†
Severance Benefits for Executive Officers, dated as of August 1, 2025
10-Q 000-50646 October 29, 2025 10.1
10.14†
Chief Executive Officer Change in Control Severance Plan, dated as of September 2, 2025
10-Q 000-50646 October 29, 2025 10.2
10.15†
Chief Business Officer Change in Control Severance Plan, dated as of August 24, 2025
10-Q 000-50646 October 29, 2025 10.3
10.16
Credit Agreement, dated as of August 27, 2018, among Ultra Clean Holdings, Inc., Barclays Bank PLC, as administrative agent, and the lenders party thereto
8-K 000-50646 August 31, 2018 10.1
10.17
Guarantee and Collateral Agreement in favor of Barclays Bank PLC and the other Lenders party thereto, dated as of August 27, 2018, made by Ultra Clean Holdings, Inc. and the other Grantors referred to therein and from time to time party thereto
8-K 000-50646 August 31, 2018 10.2
10.18
Amendment Agreement, dated as of October 1, 2018, among Ultra Clean Holdings, Inc., any Subsidiary Borrowers, Barclays Bank PLC, as administrative agent, and the lenders party thereto
8-K 000-50646 October 4, 2018 10.1
10.19
Second Amendment, dated as of March 31, 2021, 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 April 5, 2021 10.1
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Exhibit
Number Description Form File No. Filing Date Exhibit Filed
Herewith
10.20
Third Amendment, dated as of August 19, 2022, 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 August 20, 2022 10.1
10.21
Fourth Amendment, dated as of June 29, 2023, 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 July 6, 2023 10.1
10.22
Fifth Amendment, dated as of July 27, 2023, 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 August 1, 2023 10.1
10.23
Sixth Amendment, dated as of April 4, 2024, by and among Ultra Clean Holdings, Inc., Barclays Bank PLC, as administrative agent and the lenders party thereto
8-K 000-50646 April 9, 2024 10.1
10.24
Seventh Amendment, dated as of October 8, 2024, 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 October 10, 2024 10.1
10.25
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
10-K
000-50646 February 25, 2025 19.1
21.1 Subsidiaries of Ultra Clean Holdings, Inc.
X
23.1 Consent of Pricewaterhouse Coopers LLP, Independent Registered Public Accounting Firm
X
23.2 Consent of Baker Tilly US LLP
X
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Exhibit
Number Description Form File No. Filing Date Exhibit Filed
Herewith
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
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Compensation Recoupment Policy
10-K 000-50646 March 6, 2024 97.1
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Denotes management contract or compensatory plan.
Item 16. Form 10-K Summary
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ultra Clean Holdings, Inc.
By: /S/ JAMES XIAO
James Xiao
Chief Executive Officer
Date: February 23, 2026
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.
Signature Title Date
/S/ CLARENCE L. GRANGER Chairman February 23, 2026
Clarence L. Granger
/S/ JAMES XIAO Chief Executive Officer and Director
(Principal Executive Officer) February 23, 2026
James Xiao
/S/ SHERI SAVAGE Chief Financial Officer
(Principal Financial Officer) February 23, 2026
Sheri Savage
/S/ BRIAN E. HARDING Chief Accounting Officer
(Principal Accounting Officer) February 23, 2026
Brian E. Harding
/S/ THOMAS T. EDMAN Director February 23, 2026
Thomas T. Edman
/S/ DAVID T. IBNALE Director February 23, 2026
David T. IbnAle
/S/ EMILY M. LIGGETT Director February 23, 2026
Emily M. Liggett
/S/ ERNEST E. MADDOCK Director February 23, 2026
Ernest E. Maddock
/S/ JACQUELINE A. SETO Director February 23, 2026
Jacqueline A. Seto
/S/ JOANNE SOLOMON Director February 23, 2026
Joanne Solomon
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