Ultra Clean Holdings, Inc.

For the period ended May 22, 2026. Filed Apr 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2026 · Filed Apr 27, 2026

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UCTT$41.13+10.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

26462 Corporate Avenue

Hayward, CA 94545

NOTICE OF 2026 ANNUAL MEETING

OF STOCKHOLDERS

OF ULTRA CLEAN HOLDINGS, INC.

Purposes:

Elect our directors

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026

Hold an advisory vote on executive compensation

Approval of an amendment and restatement of our stock incentive plan

Approval of an amendment and restatement of our employee stock purchase plan

Conduct other business that may properly come before the annual meeting or any adjournment or postponement thereof

Adjournments or Postponements

In the event of an adjournment, postponement or emergency that may change the annual meeting’s time, date or location, we will make an announcement, issue a press release or post information at www.uct.com/investors to notify stockholders, as appropriate. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

Important Notice Regarding The Availability Of Proxy Materials For The Stockholder Meeting To Be Held On May 22, 2026: This Proxy Statement, along with our 2026 Annual Report to Stockholders, is available on the following website: http://materials.proxyvote.com.

Sincerely,

/s/ James Xiao James Xiao Chief Executive Officer April 27, 2026

	Date: May 22, 2026 Time: 12:30 p.m. Pacific Time
Virtual Meeting:
The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/UCTT2026, you must enter the control number found on your proxy card, voting instruction form or notice.
Who Can Vote:
March 27, 2026 is the record date for voting. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting. At the meeting, you will hear a report on our business and have a chance to meet some of our directors and executive officers.
	VOTE ONLINE
	VOTE BY PHONE
	VOTE BY MAIL Sign, date and return your proxy card in the postage-paid envelope.
	VOTE DURING THE MEETING Whether you expect to attend the meeting or not, please vote electronically via the Internet or by telephone or by completing, signing and promptly returning the enclosed proxy card in the enclosed postage-prepaid envelope. You may change your vote and revoke your proxy at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.

2026 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.