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): September 15, 2025

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 1.01 Entry Into a Material Definitive Agreement.

On September 15, 2025, Ultra Clean Holdings, Inc. (the “Company”), Barclays Bank PLC, as administrative agent, and the lenders party thereto, entered into that certain Eighth Amendment dated as of September 15, 2025 (the “Eighth Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022, June 29, 2023, July 27, 2023, April 4, 2024 and October 8, 2024 (the “Existing Credit Agreement”), and the Existing Credit Agreement as further amended by the Eighth Amendment, the “Credit Agreement”). Pursuant to the Eighth Amendment, the Existing Credit Agreement was amended to reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.5% per annum.

The foregoing description is qualified in its entirety by reference to the full text of Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit						Exhibit Description
10.1						Eight h 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.
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:	September 16, 2025	By:	/s/ Paul Y. Cho
			Name: Paul Y. Cho Title: General Counsel and Corporate Secretary

Ultra Clean Holdings, Inc. 8-K