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• The company may offer and sell up to $400 million of its common stock through an at-the-market offering program.
• Sales agents will receive a commission of up to 3.0% of gross proceeds and are reimbursed for certain expenses.
• The offering is made under an existing shelf registration statement filed on March 25, 2024, with a prospectus supplement dated August 14, 2026.
• The company is not obligated to sell any shares and may suspend sales at any time.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Sheri Savage ceased serving as CFO and resigned from all officer positions on August 5, 2026, per a Transition and Garden Leave Agreement dated August 4, 2026.
• Michael Keogh was appointed to succeed Savage as CFO, effective August 5, 2026.
• During the garden leave period, Savage retains her base salary, 2026 bonus eligibility, and benefits, but no salary increases or new equity awards.
• Her outstanding equity awards continue vesting during the period; unvested awards are forfeited at separation.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• GAAP net income was $8.7 million, or $0.19 per diluted share, versus a net loss of $17.9 million in the prior quarter.
• Non-GAAP net income was $32.3 million, or $0.70 per diluted share, up from $14.5 million in the prior quarter.
• Q3 2026 revenue guidance is $700 million to $750 million, with GAAP EPS of $0.67-$0.87 and non-GAAP EPS of $0.83-$1.03.
• CEO James Xiao cited results above the top end of guidance, driven by strong execution and increasing customer demand.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Michael Keogh will become Chief Financial Officer of Ultra Clean Holdings, Inc., effective August 5, 2026, succeeding Sheri Savage and reporting to CEO James Xiao.
• He will be eligible for annual equity grants of 50% RSUs and 50% PSUs, with RSUs vesting over three years and PSUs vesting after a 3-year performance period.
• Keogh will receive severance benefits under the company's Severance Policy and a Change in Control Severance Agreement, with enhanced benefits (150% of salary and bonus, 24 months COBRA, full equity acceleration) in case of qualifying termination around a change in control.
• Keogh brings over 25 years of finance leadership experience, including roles at Ford Motor Co., Bright Machines, Apple, Stanley Black & Decker, and Intel.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 (40,130,181 for, 183,200 against).
• A non-binding advisory vote approved Named Executive Officer compensation (35,100,113 for, 773,047 against).
• Stockholders approved amending the stock incentive plan to add 3,500,000 shares (34,373,240 for, 1,526,066 against).
• Stockholders approved amending the employee stock purchase plan to add 450,000 shares (35,885,605 for, 23,182 against).

5.07 Submission of Matters to a Vote of Security Holders

• GAAP net loss was $17.9 million, or $0.40 per diluted share, compared to a net loss of $3.3 million in the prior quarter.
• Non-GAAP net income was $14.5 million, or $0.31 per diluted share, up from $10.0 million in the prior quarter.
• The company expects Q2 2026 revenue between $565 million and $605 million, with GAAP EPS of $0.20-$0.36 and non-GAAP EPS of $0.44-$0.60.
• The results were reported under Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits) of Form 8-K.

9.01 Financial Statements and Exhibits

• On April 28, 2026, Ultra Clean Holdings announced CFO Sheri Savage's intention to retire.
• The Board has begun a search considering both internal and external candidates.
• Savage served as CFO for 17 years, according to CEO James Xiao's statement.
• The announcement was made via a press release filed as Exhibit 99.1 to the 8-K.

9.01 Financial Statements and Exhibits

• On April 23, 2026, Ultra Clean Holdings entered into a Tenth Amendment to its existing Credit Agreement, refinancing $250 million in revolving credit commitments.
• The amendment extends the maturity of the revolving credit facility to April 23, 2031.
• New financial covenants include a maximum Consolidated Secured Net Leverage Ratio of 3.25 to 1.00 (or 3.75 to 1.00 after a Material Acquisition) and a minimum Cash Interest Coverage Ratio of 3.00 to 1.00.
• The Credit Agreement contains customary representations, warranties, covenants, and events of default, including restrictions on incurring debt, liens, asset sales, and acquisitions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits