UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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): February 2325, 2026

UCT Logo.jpg

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-50646

61-1430858

~~000-50646~~

~~61-1430858~~

(State or Other Jurisdictionof Incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(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)

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

~~TradingSymbol(s)~~

~~Name of each exchange on which registered~~

Common Stock, $0.001 par value

UCTT

The Nasdaq Global Market

~~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 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

OnProposed ~~February~~Offering 23, 2026, Ultra Clean Holdings, Inc. (“UCT,” the “Company,” or “We”) issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended December 26, 2025. A copy of ~~the Company’s press release is attached hereto as Exhibit 99.1.~~Notes

~~The~~On ~~information~~February ~~furnished~~25, ~~under~~2026, ~~Item~~Ultra ~~2.02~~Clean ~~of this Current Report on Form 8-K~~Holdings, ~~including~~Inc. (the ~~exhibit, shall not be deemed~~ “~~filed~~Company”) issued ~~for~~a ~~purposes~~press ofrelease ~~Section~~relating 18to ofits ~~the~~proposed ~~Securities~~offering ~~Exchange~~of ~~Act~~Convertible ofSenior ~~1934,~~Notes asdue ~~amended~~2031 (the “~~Exchange Act~~Notes”), ~~nor~~to ~~shall~~qualified institutional itbuyers bepursuant ~~deemed~~to ~~incorporated~~Rule by144A ~~reference into the Company’s filings with the SEC~~ under the Securities Act of 1933, as amended,. orA copy of the ~~Exchange~~press ~~Act,~~release ~~except~~is attached as ~~shall~~Exhibit 99.1 beto ~~expressly~~this ~~set~~Current ~~forth~~Report byon ~~specific~~Form 8-K and is incorporated by reference ininto ~~such~~this aItem ~~filing~~8.01.

~~Item~~Anticipated ~~9.01~~Amendment ~~Financial~~to ~~Statements~~Credit ~~and Exhibits.~~Agreement

~~(d)~~In ~~Exhibits~~connection with the pricing of the notes, the Company expects to enter into an amendment to the Credit Agreement dated as of August 27, 2018, by and among the Company, as parent borrower, Barclays Bank PLC, as administrative agent, and the lenders and other parties thereto from time to time, to modify the consolidated total gross leverage ratio financial maintenance covenant applicable only to the Company’s revolving credit facility thereunder. Such amendment would, among other things, increase such maximum consolidated total gross leverage ratio to 6.00 to 1.00 for a specified period of time on terms to be set forth in such amendment.

Exhibit						Exhibit Description
99.1						Press Release dated February 23, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Neither this Current Report on Form 8-K nor the press release attached as Exhibit 99.1 to this Current Report on Form 8-K constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~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.~~Exhibits

				ULTRA CLEAN HOLDINGS, INC.
Exhibit Number	Description
Date:		February 23, 2026	By:	/s/ Paul Y. Cho
99.1	Press release of Ultra Clean Holdings, Inc., dated February 25, 2026.
				Name: Paul Y. ChoTitle: General Counsel and Corporate Secretary
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	February 25, 2026	By:	/s/ Paul Y. Cho
			Name: Paul Y. Cho Title: General Counsel and Corporate Secretary

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