Ultra Clean Holdings, Inc.
For the period ended Dec 26, 2025. Filed Feb 23, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 23, 2026
UCTT$46.71+1.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this Form 10-K:
- Financial Statements:
| 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 |
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.
Exhibits
Exhibit Index
| ExhibitNumber · Description · Form · File No. · Filing Date · Exhibit · FiledHerewith | |||||
|---|---|---|---|---|---|
| 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 |
| ExhibitNumber · Description · Form · File No. · Filing Date · Exhibit · FiledHerewith | |||||
|---|---|---|---|---|---|
| 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 |
| ExhibitNumber | Description | Form | File No. | Filing Date | Exhibit | FiledHerewith |
|---|---|---|---|---|---|---|
| 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 | ||||
| ExhibitNumber · Description · Form · File No. · Filing Date · Exhibit · FiledHerewith | |||||
|---|---|---|---|---|---|
| 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.
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