Ultra Clean Holdings, Inc. filed a current report on Form 8-K on August 14, 2026, disclosing its entry into a sales agreement to offer and sell up to $400 million of common stock through an at-the-market offering program.

Key Highlights

  • ATM offering capacity: Ultra Clean Holdings may offer and sell up to $400 million of shares of its common stock, $0.001 par value per share, under the new Sales Agreement.
  • Four sales agents named: UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC, and Oppenheimer & Co. Inc. are each designated as a Sales Agent under the agreement.
  • Agent commission: The Sales Agents are entitled to compensation of up to 3.0% of the gross offering proceeds of shares sold under the Sales Agreement.
  • No obligation to sell: According to the filing, "the Company is not obligated to sell any shares of Common Stock under the Sales Agreement and may at any time suspend sales under the Sales Agreement."
  • Registration basis: Sales will be made pursuant to an automatic shelf registration statement on Form S-3 initially filed with the SEC on March 25, 2024 (Registration No. 333-278195), and a prospectus supplement dated August 14, 2026.
  • Termination rights: The Sales Agreement may be terminated for any reason by the Company at any time by giving written notice, or by any Sales Agent with respect to itself by giving written notice to the Company.

Ultra Clean Holdings Establishes At-the-Market Equity Program With Four Banks

Ultra Clean Holdings, Inc. (NASDAQ:UCTT), headquartered at 26462 Corporate Avenue, Hayward, California 94545, disclosed on August 14, 2026, that it entered into a Sales Agreement with four financial institutions to establish an at-the-market equity offering program. The agreement allows the company to sell, at its sole discretion, up to $400 million of its common stock over time directly into the market.

According to the filing, the Sales Agents may sell shares "by any method permitted by law, including in ordinary brokers' transactions, to or through a market maker, on or through The Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale." The company will provide specific instructions, including any price, time, or size limits it specifies. The Sales Agents' obligations to sell are subject to satisfaction of certain conditions, including customary closing conditions.

The company also agreed to reimburse the Sales Agents for certain specified expenses and to provide customary indemnification and contribution rights. A validity opinion regarding the shares was issued by Davis Polk & Wardwell LLP and is filed as Exhibit 5.1. PricewaterhouseCoopers LLP provided a consent filed as Exhibit 23.2. The filing was signed by Paul Y. Cho, General Counsel and Corporate Secretary, on behalf of Ultra Clean Holdings, Inc.

What Was Disclosed

Ultra Clean Holdings disclosed the terms of a new at-the-market sales agreement dated August 14, 2026, permitting the sale of up to $400 million in common stock through four named agents, with commissions of up to 3.0% of gross proceeds and termination rights held by both parties.