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Form 8-K

sec.gov

8-K — Ultra Clean Holdings, Inc.

Accession: 0001628280-26-047655

Filed: 2026-07-08

Period: 2026-07-02

CIK: 0001275014

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — uctt-20260702.htm (Primary)

EX-10.1 (a26-07x02cfoofferfinal.htm)

EX-99.1 (ultracleanappointsmichaelk.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 000-50646 61-1430858

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

26462 Corporate Avenue

Hayward, California

94545

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 510 576-4400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value UCTT The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2026, Ultra Clean Holdings, Inc. (the “Company”) announced that Michael Keogh will become the Company’s next Chief Financial Officer, effective August 5, 2026. Mr. Keogh, age 55, recently co-founded BuildQM, Inc. in March 2025, and has been serving as an advisor to Frontera Holding Company, Inc. since November 2024. Prior to that, Mr. Keogh served as Chief Financial Officer of Ford Model e Segment and Ford Integrated Services at Ford Motor Co., leading their global finance organization from October 2022 to September 2024. Mr. Keogh served as both Chief Financial Officer and Chief Operating Officer at Bright Machines, Inc., a business-to-business automation company, from July 2021 to June 2022. In that role, Mr. Keogh led the company's IPO readiness initiatives, capital raising activities, and SEC reporting efforts. Prior to that, Mr. Keogh served as Senior Vice President and General Manager of Stanley X, the innovation and venture business unit of Stanley Black & Decker, Inc., from January 2019 to July 2021, and as Chief Financial Officer, Global Emerging Markets and Stanley X Incubation from July 2018 to December 2018. Before joining Stanley Black & Decker, Mr. Keogh held several finance leadership positions at Apple Inc. from June 2012 to July 2018, including Senior Finance Director, Research and Development and Corporate Development, Director of Corporate Financial Planning and Analysis, and Director of Finance, Worldwide Operations. Earlier in his career, Mr. Keogh held finance and general management leadership positions at Intel Corporation from July 1999 to June 2012 in the United States, China, Malaysia and the Philippines, including Philippines Chief Financial Officer, Interim General Manager, Senior Director of Strategy and other finance and operations leadership roles.

Pursuant to the offer letter filed as Exhibit 10.1 hereto, the Company has agreed to pay Mr. Keogh an annual base salary of $595,000, with an annual target bonus equal to 85% of his base salary, and an initial equity grant of restricted stock units of the Company (“RSUs”) valued at $2,000,000. Mr. Keogh will also be eligible for annual equity grants consisting of 50% RSUs and 50% performance stock units (“PSUs”). All equity grants are subject to the terms and conditions of the Company’s Amended and Restated Stock Incentive Plan. All RSUs will vest over a three (3) year period, with equal parts vesting on each anniversary of Mr. Keogh's start date. All PSUs will vest at the end of a 3-year performance period, in accordance with the vesting criteria set forth in the Company’s PSU award program established by the Board of Directors. Mr. Keogh will be entitled to severance benefits under the Company’s current policy for Severance Benefits for Executive Officers (the “Severance Policy”) and the offer letter, and has entered into a Change in Control Severance Agreement with the Company, effective August 5, 2026. Under the Severance Policy and Mr. Keogh's offer letter, if Mr. Keogh is terminated without cause prior to a change in control (or resigns for good reason) and he signs a release of claims, he is entitled to receive (i) 100% of his then-current base salary, (ii) 100% of his annual bonus (based on the average annual cash bonus over the prior three years), (iii) 12 months of COBRA premiums and (iv) accelerated vesting of equity awards that would vest within 12 months. Under his Change in Control Severance Agreement, if a termination of employment occurs 3 months prior to or within 12 months after a change in control (including a resignation for good reason), Mr. Keogh's severance benefits would be increased to 150% of the sum of his then-current base salary and annual cash bonus as determined by the Company over the prior three years, 24 months of COBRA premiums and accelerated vesting of all of his unvested and outstanding equity awards. In connection with Mr. Keogh's employment, we expect that Mr. Keogh will enter into the Company’s standard Indemnification Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Exhibit Description

10.1*

Offer Letter between the Company and Michael Keogh

99.1

Press Release dated July 8, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

SIGNATURES

Pursuant to the requirements 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.

Date: July 8, 2026 By: /s/ Paul Y. Cho

Name: Paul Y. Cho

Title: General Counsel and Corporate Secretary

EX-10.1

EX-10.1

Filename: a26-07x02cfoofferfinal.htm · Sequence: 2

Document

July 2, 2026

Michael Keogh

Dear Michael:

Ultra Clean Holdings, Inc., or any one of its subsidiaries (collectively, "UCT" or the "Company"), is pleased to offer you the position of Chief Financial Officer reporting to James Xiao, Chief Executive Officer (the “CEO”). You will be designated as a “Section 16 Officer” of the Company. Your start date is August 5, 2026 (the “Start Date”). This position will be located in our Hayward, CA office.

If you accept this offer, your employment at the Company will be governed by the following terms and conditions:

Base Salary. Effective as of the Start Date, your annual base salary will be $595,000.00 USD (the “Base Salary”), paid in accordance with the Company’s regular payroll practices and subject to all applicable state and federal laws. You will be classified as a regular, full-time exempt employee. The Company reserves the right to adjust the Base Salary from time to time in its discretion.

Management Bonus. You will be eligible to participate in the Company’s management bonus plan (the “Plan”), commencing after your first full quarter of employment. The Plan sets forth the exclusive terms and conditions under which bonuses may be earned, with an initial target payout of 85% of your Base Salary on an annualized basis. The Plan is discretionary and subject to modification or termination by the Company's officers and Board of Directors (the “Board”).

Restricted Stock Units. Subject to the approval of the CEO and the Board, the Company will grant you restricted stock units with a value of $2,000,000 USD (the “Equity Award”), which will vest over three (3) years in equal installments on each anniversary of the grant date, and will be subject to the terms and conditions set forth in the Company’s standard form of restricted stock unit agreement and Amended and Restated Stock Incentive Plan. The Equity Award will be granted on the last Friday of the month in which you were hired, and the number of units will be calculated based on a 60-day average of the Company’s closing stock price ending on the day before your grant date. Once the Equity Award is processed, you will receive account access instructions from E*Trade/Morgan Stanley. If you have any questions, please contact Carla Khoury at carla.khoury@uct.com.

Annual Equity Compensation. Subject to the approval of the CEO and the Board, you will be eligible for annual equity awards, consisting of restricted stock units (“RSUs”) and performance stock units (“PSUs”) in a 50%/50% mix. The RSUs will vest in equal annual installments over three (3) years, with the first installment vesting one (1) year from the last business day of the month following the grant date. All PSUs will vest at the end of a three-year performance period, in accordance with the criteria established by the Compensation and People Committee of the Board. The number of units will also be calculated based on a 60-day average of the Company closing stock price before the grant date. Annual equity awards are not guaranteed and remain subject to the discretion of the Board and the CEO.

Severance Benefits. In the event your employment is terminated by the Company without Cause or by you for Good Reason (each as defined below), you will be entitled to the severance benefits as set forth in the Company’s policy on Severance Benefits for Executive Officers (the “Severance Policy”), subject to the terms and conditions set forth in the Severance Policy.

Change in Control Severance. You and the Company will enter into a change-in-control severance agreement (the “CIC Agreement”) in accordance with the Company’s standard form Change In Control Severance Agreement.

Cause and Good Reason. For the purposes of the Severance Policy and the CIC Agreement, the following definitions of "Cause" and "Good Reason" shall apply:

"Cause means: (A) you are convicted of, or plead guilty or no contest to, (i) a felony or (i) a misdemeanor involving moral turpitude; (B) you engage in any act of fraud or material dishonesty in connection with your employment; (C) you materially breach any written agreement with the Company; (D) you commit any material violation of a written Company policy that has been provided to you; or (E) you willfully fail, refuse or neglect to perform the services

UNITED STATES 1 26462 Corporate Avenue, Hayward, CA 94545 I www.UCT.com

reasonably required of your position at the Company; provided, however, that notwithstanding the foregoing, with respect to clauses (C), (D) and (E) above, unless the condition is incapable of remedy by its nature or otherwise, your termination will not be for Cause unless the Company (x) notifies you in writing of the existence of the condition which the Company believes constitutes Cause within 60 days of the Company becoming aware of the existence of such condition (which notice specifically identifies such condition), (y) gives you at least 10 days following the date on which you receive such notice (and prior to termination) in which to remedy the condition, and (z) if you do not remedy such condition within such period, actually terminates your employment within 15 days after the expiration of such remedy period (and before you remedy such condition).

"Good Reason" means: (A) a reduction of your then-existing annual base salary (other than in connection with an action affecting a majority of the executive officers of the Company not to exceed 25%); (B) relocation of the principal place of your employment to a location that is more than 50 miles from the principal place of your employment immediately prior to the date of such change; or (C) a material reduction in your authority, duties or responsibilities; provided, however, that notwithstanding the foregoing, your termination will not be for Good Reason unless you (x) notify the Company in writing of the existence of the condition which you believe constitutes Good Reason within 60 days of the initial existence of such condition (which notice UCT specifically identifies such condition), (y) gives the Company at least 10 days following the date on which the Company receives such notice (and prior to termination) in which to remedy the condition, and (z) if the Company does not remedy such condition within such period, actually terminate employment within 15 days after the expiration of such remedy period (and before the Company remedies such condition).

Benefits. As a regular employee working at least thirty (30) hours per week, you will be eligible to participate in our benefits program starting on your first day of employment. Participation in the benefits program is available pursuant to the terms and conditions of each of these plans. A summary of our benefits program has been included with this offer for your review. The Company may modify benefits from time to time as it deems necessary.

At-Will Employment. Employment with the Company is “at will” meaning either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice. Except for the CEO, no manager, supervisor, or other representative of the Company has the authority to agree on behalf of the Company to employ any employee for any specified period of time, or to employ any employee on other than an “at will” basis. Any agreement to employ any employee for a specified period of time or on other than an “at will” basis is effective only if the agreement is signed by the CEO.

Confidentiality and Non-Disclosure. In connection with your employment, you will have access to confidential and proprietary information of the Company. As a condition of your employment, you will be required to execute the Company’s standard Confidentiality and Non-Disclosure Agreement (the “NDA”), which will be provided to you as part of the onboarding process. The NDA governs your obligations with respect to the use and protection of the Company’s confidential information.

Acceptance. This offer is valid until the close of business three (3) days from the date of this letter, at which time it will expire. This offer is contingent upon your ability to present proof of your eligibility to work in the United States within three (3) working days of your Start Date. It is also contingent upon your satisfactory completion of the Company’s standard background check and behavior assessment.

If you find this offer acceptable, please sign and return this letter, retaining a copy for your records. Please feel free to contact me directly at (510) 298-2169 or by email at jamie.palfrey@uct.com if you have questions regarding this offer. We look forward to welcoming you to UCT.

Sincerely,

/s/ Jamie J. Palfrey

Jamie J. Palfrey

Chief Human Resources Officer

Accepted by:

/s/ Michael Keogh

UNITED STATES 1 26462 Corporate Avenue, Hayward, CA 94545 I www.UCT.com

EX-99.1

EX-99.1

Filename: ultracleanappointsmichaelk.htm · Sequence: 3

Document

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Appoints Michael Keogh as Chief Financial Officer

HAYWARD, Calif., July 8, 2026 – Ultra Clean Holdings, Inc. (Nasdaq: UCTT) today announced the appointment of Michael Keogh as Chief Financial Officer, effective August 5, 2026. Mr. Keogh succeeds Sheri Savage and will report to Chief Executive Officer James Xiao.

Mr. Keogh brings more than 25 years of global financial and operational leadership experience spanning the semiconductor, advanced manufacturing, automotive, and technology industries. He has built a distinguished track record of leading business transformations, improving financial and operational performance, and partnering with executive teams to scale complex global organizations.

“Mike is a highly accomplished finance executive whose best-in-class experience extends well beyond traditional finance leadership,” said James Xiao, CEO. “His combination of strategic vision, capital markets expertise, and global manufacturing experience makes him an outstanding addition to our leadership team. As we continue executing our UCT 3.0 strategy and positioning the company for long-term growth, Mike's leadership will help strengthen our execution, support disciplined capital allocation, and create long-term value for our shareholders.”

“I look forward to partnering with James and the leadership team to help drive the UCT 3.0 strategy and position the company for its next phase of growth as demand for advanced manufacturing capacity across the semiconductor equipment ecosystem continues to accelerate,” added Mike Keogh.

Most recently, Mr. Keogh served as Chief Financial Officer of Ford Model e and Integrated Services, where he was instrumental in shaping Ford's EV strategy, supporting multi-billion-dollar joint ventures, and advancing capital allocation decisions during a period of significant business transformation. Previously, as Chief Financial Officer of Bright Machines, he led the company's financial turnaround. Earlier in his career, he held senior finance leadership positions at Apple, Stanley Black & Decker, and Intel, supporting global manufacturing, research and development, enterprise strategy, and business expansion.

Mr. Keogh holds a Master of Business Administration from Cornell University and a Bachelor of Arts in Industrial Relations from the University of North Carolina at Chapel Hill.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Contact:

Rhonda Bennetto

SVP, Investor Relations

rbennetto@uct.com

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