Ultra Clean Holdings, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2026, which was originally filed with the Securities and Exchange Commission (the "SEC") on April 29, 2026 (the "Original Filing"). This Amendment is being filed to revise Part II "Item 5. Other Information" by adding Rule 10b5-1 trading arrangements entered into by Sheri Savage, the Company's Chief Financial Officer, and Brian Harding, the Company's Chief Accounting Officer, during the quarter ended March 27, 2026, which was inadvertently omitted from the disclosure included in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company's other filings with the SEC.
ITEM 5. Other Information
Insider Trading Arrangements
On March 5, 2026, Sheri Savage, the Company's Chief Financial Officer, and Brian Harding, the Company's Chief Accounting Officer, each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Savage's plan provides for the sale from time to time of up to 74,392 shares of the Company's common stock, subject to certain minimum price thresholds. Mr. Savage's trading plan is scheduled to terminate on May 31, 2027, subject to early termination. Mr. Harding's plan provides for the sale from time to time of up to 38,207 shares of the Company's common stock, subject to certain minimum price thresholds. Mr. Harding's trading plan is scheduled to terminate on June 4, 2027, subject to early termination.