Ultra Clean Holdings, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in the Current Reports on Form 8-K filed by Ultra Clean Holdings, Inc. (the “Company”) on April 28, 2026 and July 8, 2026, Sheri Savage notified the Company of her intention to retire, and the Company appointed Michael Keogh to succeed her as Chief Financial Officer effective August 5, 2026. On August 4, 2026, the Company entered into a Transition and Garden Leave Agreement with Ms. Savage (the “Transition Agreement”). Pursuant to the Transition Agreement, effective August 5, 2026, Ms. Savage ceased to serve as the Company’s Chief Financial Officer and resigned from all other officer positions she held with the Company and its subsidiaries and affiliates. Her transition was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its financial reporting, accounting controls or procedures. Under the Transition Agreement, Ms. Savage will remain employed by the Company as a non-officer employee with the title of Finance Advisor until May 1, 2027 (the “Separation Date”), unless her employment terminates earlier (the period of her continued employment, the “Garden Leave Period”). During the Garden Leave Period, she will be relieved of her duties as Chief Financial Officer and will perform only transition-related special projects as the Company may reasonably request. Subject to Ms. Savage’s execution and non-revocation of a general release of claims and her continued compliance with the Transition Agreement, during the Garden Leave Period the Company will continue her base salary at the rate in effect on August 5, 2026, her eligibility for a fiscal year 2026 annual bonus, and her participation in the Company’s employee benefit plans, in each case subject to the applicable plans and policies; she will not be eligible for any salary increase or additional equity awards. Her outstanding equity awards will continue to vest during the Garden Leave Period in accordance with their terms, and any awards that remain unvested when her employment ends will be forfeited. Ms. Savage’s employment will terminate automatically on the Separation Date and otherwise remains at-will. If the Company terminates her employment without cause before the Separation Date, the Company will continue her base salary through the original Separation Date, subject to a supplemental release of claims; if she resigns or is terminated for cause, her compensation, benefits and continued equity vesting will cease as of the date of termination. The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.