Universal Technical Institute (UTI) lines up new revolving credit through 2031

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FAQ

Filing Exhibits & Attachments

Q: What new credit facility did UTI (Universal Technical Institute, Inc.) announce in this 8-K?

Q: How does UTI’s new $200 million revolver compare to its previous credit facility?

Q: When does Universal Technical Institute’s new revolving credit facility mature?

Q: What interest rates apply to UTI’s new credit facility and how are they determined?

Q: What financial covenants are included in UTI’s new credit agreement?

Q: How is UTI’s new revolving credit facility secured and guaranteed?

Positive

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8-K Event Classification

Key Figures

Key Terms

What new credit facility did UTI (Universal Technical Institute, Inc.) announce in this 8-K?

How does UTI’s new $200 million revolver compare to its previous credit facility?

When does Universal Technical Institute’s new revolving credit facility mature?

What interest rates apply to UTI’s new credit facility and how are they determined?

What financial covenants are included in UTI’s new credit agreement?

How is UTI’s new revolving credit facility secured and guaranteed?

Press Releases

UTI entered into a $200 million senior secured revolving credit facility led by Fifth Third Bank. The agreement replaces its prior facility and adds a $15 million swingline and $75 million letter of credit sublimits, plus uncommitted incremental capacity.

The new revolver totals $200 million , up from the prior facility’s $125 million . The letter of credit sublimit also increases to $75 million from $20 million , expanding overall borrowing and guarantee flexibility for the company.

The new revolving credit facility has a term expiring in August 2031 . During this period, principal is interest-only with amounts able to be borrowed, repaid and reborrowed, and the outstanding principal becomes due and payable at maturity.

Borrowings bear interest at Term SOFR + 1.50%–2.25% or Base Rate + 0.50%–1.25% . The applicable margin depends on UTI’s consolidated total net leverage ratio, and an unused line fee of 0.20%–0.35% applies to undrawn commitments.

The credit agreement requires UTI to maintain a consolidated total net leverage ratio and a consolidated interest coverage ratio . It also includes customary restrictive covenants and events of default typical for senior secured corporate revolving credit facilities.

The facility is backed by a Guaranty and Security Agreement under which UTI and certain subsidiaries guarantee payment obligations. The obligations are secured by the assets of the loan parties , subject to certain exceptions, in favor of the lending syndicate.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Universal Technical Institute, Inc. entered into a new senior secured revolving credit facility of $200 million with a syndicate led by Fifth Third Bank. The facility refinances and replaces the prior credit agreement and includes a $15 million swingline sublimit and a $75 million letter of credit sublimit.

The agreement also provides up to $75 million of uncommitted incremental facilities and has a term maturing in August 2031. Borrowings bear interest at floating rates based on Term SOFR + 1.50%–2.25% or the Base Rate + 0.50%–1.25%, depending on the consolidated total net leverage ratio, plus an unused line fee of 0.20%–0.35% on undrawn commitments. The facility is guaranteed and secured by the assets of the company and certain subsidiaries, and includes leverage and interest coverage covenants and customary events of default.

New $200 million revolver increases capacity from $125 million, expanding available liquidity.
Letter of credit sublimit rises to $75 million from $20 million, enhancing flexibility for contingent obligations.
Facility term extends to August 2031, providing multi-year balance sheet visibility and funding stability.
Additional $75 million of uncommitted incremental capacity supports potential future growth and acquisitions.

None.

UTI expands available revolving capacity, but the filing shows no borrowing, proceeds received, or committed $75 million incremental facility.

This Form 8-K reports that UTI entered the replacement credit agreement on August 12, 2026; it expands stated revolving capacity while leaving the company with secured borrowing obligations and covenant requirements.

The new facility is $200 million, up from $125 million, and its letter-of-credit sublimit is $75 million, up from $20 million. These are facility limits, not evidence that those amounts have been borrowed or received as proceeds.

The additional $75 million of incremental-facility capacity is expressly uncommitted, so access to that amount would require further lender commitment rather than being an automatically available funded amount.

The company says potential uses may include working capital, internal initiatives, acquisitions, and other activities tied to its North Star Strategy; the filing does not identify a specific draw or acquisition.

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Revolving credit facility size: $200 million Swingline sublimit: $15 million Letter of credit sublimit: $75 million +5 more

8 metrics

Revolving credit facility size $200 million Senior secured revolving credit facility under the new Credit Agreement

Swingline sublimit $15 million Sublimit for swingline loans within the revolving facility

Letter of credit sublimit $75 million Sublimit for letters of credit under the facility

Incremental facilities capacity $75 million Uncommitted incremental term or revolver increase capacity

Term SOFR margin range 1.50% to 2.25% Spread over Term SOFR depending on consolidated total net leverage ratio

Base Rate margin range 0.50% to 1.25% Spread over Base Rate depending on consolidated total net leverage ratio

Unused line fee range 0.20% to 0.35% Fee on undrawn commitments based on leverage ratio

Prior revolver size $125 million Size of existing revolving facility replaced by the new agreement

senior secured revolving credit facility, Term SOFR, Base Rate, consolidated total net leverage ratio, +2 more

6 terms

senior secured revolving credit facility financial

"provides for a senior secured revolving credit facility of $200 million"

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

Term SOFR financial

"either (a) Term SOFR (as defined in the Credit Agreement)"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Base Rate financial

"or (ii) the Base Rate (as defined in the Credit Agreement)"

The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.

consolidated total net leverage ratio financial

"Depending on the Company’s consolidated total net leverage ratio"

A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.

consolidated interest coverage ratio financial

"maintain a consolidated total net leverage ratio and a consolidated interest coverage ratio"

A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.

Guaranty and Security Agreement financial

"the Loan Parties executed a Guaranty and Security Agreement"

UTI entered into a $200 million senior secured revolving credit facility led by Fifth Third Bank. The agreement replaces its prior facility and adds a $15 million swingline and $75 million letter of credit sublimits, plus uncommitted incremental capacity.

The new revolver totals $200 million, up from the prior facility’s $125 million. The letter of credit sublimit also increases to $75 million from $20 million, expanding overall borrowing and guarantee flexibility for the company.

The new revolving credit facility has a term expiring in August 2031. During this period, principal is interest-only with amounts able to be borrowed, repaid and reborrowed, and the outstanding principal becomes due and payable at maturity.

Borrowings bear interest at Term SOFR + 1.50%–2.25% or Base Rate + 0.50%–1.25%. The applicable margin depends on UTI’s consolidated total net leverage ratio, and an unused line fee of 0.20%–0.35% applies to undrawn commitments.

The credit agreement requires UTI to maintain a consolidated total net leverage ratio and a consolidated interest coverage ratio. It also includes customary restrictive covenants and events of default typical for senior secured corporate revolving credit facilities.

The facility is backed by a Guaranty and Security Agreement under which UTI and certain subsidiaries guarantee payment obligations. The obligations are secured by the assets of the loan parties, subject to certain exceptions, in favor of the lending syndicate.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 09:10 AM Accepted by SEC EDGAR 08/18/2026 - 09:10 AM

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): August 12, 2026

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-31923

86-0226984

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4225 E. Windrose Drive, Suite 200

Phoenix, AZ

85032

(Address of principal executive offices)

(Zip Code)

(623) 445-9500

(Registrant’s telephone number, including area code)

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, $0.0001 par value per share

UTI

New York Stock Exchange

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 1.01

Entry into a Material Definitive Agreement.

New Secured Revolving Credit Facility.

On August 12, 2026, Universal Technical Institute, Inc., a Delaware corporation (the “Company”), as borrower, and certain of its subsidiaries (collectively with the Company, the “Loan Parties”), entered into a Credit Agreement (“Credit Agreement”) with Fifth Third Bank, a national banking association, as lender and as administrative agent, joint lead arranger and sole bookrunner, JPMorgan Chase Bank, N.A. as lender and joint lead arranger, Truist Bank as lender and Truist Securities, Inc. as joint lead arranger, and Citibank, N.A. and PNC Bank, National Association, as lenders. The Credit Agreement, which refinances and replaces the Company’s existing credit agreement in its entirety, provides for a senior secured revolving credit facility of up to $200 million, with a sublimit of $15 million for swingline loans and $75 million for letters of credit (the “Facility”). The Credit Agreement also includes capacity for uncommitted incremental facilities, whether in the form of incremental term facilities or an increase to the existing revolving facility, of up to an aggregate amount for all incremental facilities under the Credit Agreement of $75 million. Unless otherwise terminated pursuant to the terms of the Credit Agreement, the Facility matures in August 2031.

Interest and Amortization.

The Credit Agreement provides that amounts borrowed on the Facility will amortize on an interest-only basis during its term with principal able to be borrowed, re-paid and re-borrowed throughout the term of the Facility and with the outstanding principal due and payable at maturity. Advances made under the Facility will bear interest at a floating rate equal to, at the Company’s option, either (a) Term SOFR (as defined in the Credit Agreement) relating to quotations for 1 or 3 months, plus an applicable margin, or (ii) the Base Rate (as defined in the Credit Agreement), plus an applicable margin. Depending on the Company’s consolidated total net leverage ratio (as defined in the Credit Agreement), the Facility spread ranges from 1.50% to 2.25% for Term SOFR borrowings and from 0.50% to1.25% for Base Rate borrowings. Additionally, the Company is required to pay an unused line fee on the undrawn commitments under the Facility at a rate per annum ranging from 0.20% to 0.35%, depending on the Company’s consolidated total net leverage ratio.

Covenants and Other Matters

The Credit Agreement contains various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain a consolidated total net leverage ratio and a consolidated interest coverage ratio, and provides for customary events of default.

Guaranty and Security Agreement.

Concurrent with, and as a condition to, the entry into the Credit Agreement, the Loan Parties executed a Guaranty and Security Agreement for the benefit of the lenders (the “Guaranty and Security Agreement”), pursuant to which the Loan Parties (a) guaranteed the payment obligations of the Company under the Credit Agreement, and (b) secured the payment obligations of the Company with the assets of the Loan Parties (subject to certain exceptions).

The foregoing descriptions of the Credit Agreement and the Guaranty and Security Agreement do not purport to be complete and are qualified in their entirety by the full text of the Credit Agreement and the Guaranty and Security Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

On August 18, 2026, the Company issued a press release (the “Press Release”) announcing its entry into the Credit Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including the information in Exhibit 99.1 attached hereto pertaining to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1*		Credit Agreement, dated as of August 12, 2026, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, as administrative agent and the other lenders and parties named therein.

10.2*		Guaranty and Security Agreement, dated as of August 12, 2026, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, as agent for the lenders party to the Credit Agreement, and the other parties named therein.

99.1		Press release issued by Universal Technical Institute, Inc. on August 18, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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 hereunto duly authorized.

Exhibit 99.1

UNIVERSAL TECHNICAL INSTITUTE, INC.

For Immediate Release

Universal Technical Institute, Inc. Announces New Revolving Line of Credit Agreement

with Fifth Third Bank, JPMorganChase, Truist, Citi and PNC

New agreement underscores long-term confidence and commitment by renowned

financial institutions in company’s business model and outlook for its North Star Strategy

PHOENIX, August 18, 2026—Universal Technical Institute, Inc. (NYSE: UTI), a national leader in workforce solutions for transportation, skilled trades, healthcare and dental, today announced that it has entered into a new credit agreement with Fifth Third Bank, National Association, as lender and as administrative agent, joint lead arranger and sole bookrunner, JPMorgan Chase Bank, N.A. as lender and joint lead arranger, Truist Bank as lender and Truist Securities, Inc. as joint lead arranger, and Citibank, N.A. and PNC Bank, National Association, as lenders.

The new credit agreement, which refinances and replaces the Company’s existing credit facility with Fifth Third Bank in its entirety, provides for a senior secured revolving credit facility of $200 million (up from $125 million in the existing facility), with a sublimit of $15 million for swingline loans and $75 million for letters of credit (up from $20 million in the existing facility). The new facility also includes capacity for uncommitted incremental facilities, whether in the form of incremental term facilities or an increase to the existing revolving facility, of up to an aggregate amount for all incremental facilities of $75 million. The facility has a five-year term expiring in August 2031.

“This new revolving credit facility is another significant milestone in Universal Technical Institute’s successful financial evolution, and we are very pleased with the terms of the agreement and the incremental partnerships of this bank syndicate,” said Bruce Schuman, EVP, Chief Financial Officer, Universal Technical Institute, Inc. “It underscores the confidence these respected firms have in our company as we execute our North Star Strategy to address America’s labor shortages, and puts at our disposal the expertise and resources of some of the country’s leading financial institutions.”

The company expects to use the revolving credit facility to support both current and future business needs, which may include working capital management and internal initiatives, acquisitions and other activities related to its North Star Strategy of growth, diversification and optimization.

Additional details of the agreement are included in the Company’s 8-K, filed today.

About Universal Technical Institute, Inc.

Founded in 1965, Universal Technical Institute, Inc. (NYSE: UTI) is a national leader in workforce solutions for transportation, skilled trades and healthcare/dental education programs. The company’s industry-aligned programs are offered at 35 campuses nationwide and online under the brands Universal Technical Institute (UTI) and Concorde Career Colleges and include auto/diesel, aviation, welding, HVACR, electrical and energy, allied health, dental, nursing, patient care and diagnostic training. For more information, visit www.uti.edu or www.concorde.edu; LinkedIn at @UniversalTechnicalInstitute and @Concorde Career Colleges; or X at @news_UTI and @ConcordeCareer.

# # #

Media Contact: Susan Aspey, saspey@uti.edu

Investor Contact: Matt Kempton, mkempton@uti.edu

Source: View Original Filing on SEC EDGAR

6 documents

UNIVERSAL TECHNICAL INSTITUTE, INC.

August 18, 2026

/s/ Bruce Schuman

Bruce Schuman

Executive Vice President and Chief Financial Officer

EX-99.1 EX-99.1 6.4 KB