Form 8-K
8-K — Ultra Clean Holdings, Inc.
Accession: 0001628280-26-063977
Filed: 2026-09-30
Period: 2026-09-28
CIK: 0001275014
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Documents
8-K — uctt-20260928.htm (Primary)
EX-99.1 (ultracleanappointsalexande.htm)
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8-K
8-K (Primary)
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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 28, 2026
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2026, the Board of Directors (the “Board”) of Ultra Clean Holdings, Inc. (the “Company”) appointed Alexander Davern to serve as a member of the Board, effective September 28, 2026.
Mr. Davern, age 60, is a former public-company chief executive officer and has more than 30 years of experience in global industrial technology businesses. He served at National Instruments Corporation from 1994 to 2020, including as Chief Executive Officer from 2017 to 2020, Chief Operating Officer from 2010 to 2016, and Chief Financial Officer from 1998 to 2010. Mr. Davern remained a director of National Instruments through its acquisition by Emerson Electric Co. in 2023. He currently serves as an independent director of Cirrus Logic, Inc., Computer Modelling Group Ltd. and Spectris plc. Mr. Davern holds a Bachelor of Commerce degree from University College Dublin and a diploma in professional accounting.
Mr. Davern will receive compensation for his service as a director in accordance with the Company’s non-employee director compensation policy. In connection with his appointment, the Company expects that Mr. Davern and the Company will enter into the Company’s standard form of indemnification agreement, previously filed with the SEC.
There are no arrangements or understandings between Mr. Davern and any other person pursuant to which he was selected as a director. Mr. Davern is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
On September 30, 2026, the Company issued a press release announcing Mr. Davern’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description
99.1
Press Release dated September 30, 2026
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 30, 2026 By: /s/ Paul Y. Cho
Name: Paul Y. Cho
Title: General Counsel and Corporate Secretary
EX-99.1
EX-99.1
Filename: ultracleanappointsalexande.htm · Sequence: 2
Document
Exhibit 99.1
Press Release Source: Ultra Clean Holdings, Inc.
Ultra Clean Appoints Alexander Davern to Board of Directors
HAYWARD, Calif., September 30, 2026 - /PRNewswire/ — Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today announced the appointment of Alexander Davern to serve on its Board of Directors, effective September 28, 2026.
“Alex brings significant experience across global technology and manufacturing‑focused businesses, along with a strong record of board leadership,” said James Xiao, Chief Executive Officer. “His expertise will strengthen our Board’s strategic insight as we execute UCT 3.0 and position Ultra Clean for sustained, long-term growth.”
Mr. Davern has more than 30 years of leadership experience in industrial and technology‑intensive businesses. He spent nearly three decades at National Instruments, serving as Chief Financial Officer, Chief Operating Officer, Chief Executive Officer, and Director, where he helped scale the company across more than 50 countries.
Mr. Davern also brings more than 20 years of public‑company board experience across the U.S., Europe, and Canada. He currently serves as Audit Chair of Cirrus Logic, Compensation Chair of Computer Modeling Group, and a director of Spectris. His prior board roles include Chairman of ESI Group, Lead Independent Director of FARO Technologies, and director positions at Helen of Troy and SigmaTel.
He holds a Bachelor of Commerce degree and a diploma in professional accounting from University College Dublin.
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 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 provides 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.
Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, “forward‑looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as “anticipates,” “projection,” “outlook,” “forecast,” “believes,” “plan,” “expect,” “future,” “intends,” “may,” “will,” “estimates,” “see,” “predicts,” “should,” and similar expressions to identify these forward‑looking statements. Forward‑looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward‑looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ materially from the results predicted or implied by these forward‑looking statements. These risks, uncertainties, and other factors also include, among others, those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in our annual report on Form 10‑K for the year ended December 26, 2025, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward‑looking statements, whether as a result of new information, future developments, or otherwise unless required by law.
Contact
Rhonda Bennetto
SVP, Investor Relations
rbennetto@uct.com
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