8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

Ultra Clean Holdings, Inc. (the “Company”) today announced the retirement of Bill Bentinck as the Company’s President, Services Division, effective August 15, 2025.

The Company also announced today the appointment of Sam Johnson as the Company’s new head of Services Division, to replace Mr. Bentinck, effective August 15, 2025. Mr. Johnson, 37, joined the Company as Senior Vice President, Strategy, on March 21, 2025. Mr. Johnson previously served as Principal, Portfolio Operations & Head of ESG of Arcline Investment Management, a private equity firm, from December 2019 to March 2025. Prior to that, Mr. Johnson was a consultant at Bain & Company, a management consulting firm, from July 2017 to December 2019. From August 2010 to May 2015, Mr. Johnson served in various capacities at Chevron Corporation, an integrated oil and gas company. Mr. Johnson holds a B.S., Electrical and Computer Engineering, from Cornell University and an M.B.A. from Harvard Business School.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

Ultra Clean Announces Retirement of Bill Bentinck, President of Services Division

HAYWARD, Calif., June 30, 2025 – Ultra Clean Holdings Inc. (Nasdaq: UCTT) today announced that, after a 40-year career in the semiconductor industry, Bill Bentinck, President of UCT’s Service Division, will be retiring effective August 15, 2025.

“After more than 40 remarkable years in the semiconductor industry, and over six years of invaluable leadership at UCT, Bill’s retirement marks the close of a truly distinguished career,” said Clarence Granger, Chairman of the Board. “Bill has been a steady, visionary force, guiding our Service Division through some of its most transformative chapters. His commitment to our people and to operational excellence has left a lasting legacy. On behalf of the Board and the entire UCT family, I extend our deepest gratitude to Bill for his dedication, mentorship, and countless contributions. We wish him all the best in this well-earned next chapter.”

UCT is pleased to announce that Sam Johnson will assume leadership of UCT’s Service Division as SVP and General Manager. Sam’s experience creating value throughout a portfolio of industrial operating companies aligns with UCT’s growth strategy. Known for delivering measurable impact across complex organizations, Sam has a proven track record of designing and executing high-value initiatives, driving organizational transformation, and fostering collaborative teams that unlock performance. His passion for innovation, commitment to results, and ability to inspire those around him make him an outstanding addition to our leadership team as we continue to grow and elevate our Service offerings worldwide. Sam holds a Bachelor of Science, Electrical and Computer Engineering from Cornell University and an MBA from Harvard Business School. Sam and Bill will work closely together over the coming months to ensure a smooth and seamless transition.

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