Universal Technical Institute (UTI) refreshes Code of Conduct and governance policies

Rhea-AI Filing Summary

Universal Technical Institute, Inc. reported that its board of directors approved an amended and restated Code of Conduct on March 11, 2026. The updated Code is intended to reflect current governance, ethics, and compliance best practices, streamline and align overlapping company policies, and make administrative and stylistic improvements.

The changes are described as non-substantive and do not represent a waiver of any provision of the prior Code of Conduct. The full Code of Conduct is available in the Corporate Governance section of the company’s website, and the brief description here is qualified by that full text.

8-K Event Classification

Item 5.05 — Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

1 item

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Understanding 8-K Material Events →

UNIVERSAL TECHNICAL INSTITUTE INC Common Stock, par value $0.0001 pershare false 0001261654 0001261654 2026-03-11 2026-03-11

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): March 11, 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, Arizona		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 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:

Common Stock, par value $0.0001 per share		UTI		New York Stock Exchange
(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)

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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On March 11, 2026, the board of directors of Universal Technical Institute, Inc. (the “Company”) approved an amended and restated Code of Conduct (the “Code of Conduct”). The Code of Conduct was amended to, among other things, generally update for current governance, ethics, and compliance best practices, better align various Company policies by eliminating certain redundant or overlapping provisions and consolidating similar topics, and make other non-substantive administrative, stylistic and typographical changes. The amendments do not constitute, or result in, a waiver of any provision of the previous Code of Conduct.

A copy of the Code of Conduct is available on the Corporate Governance section of the Company’s website at https://investor.uti.edu/code-of-conduct. The foregoing description of the Code of Conduct is subject to and qualified in its entirety by reference to the full text of the Code of Conduct. The contents of the Company’s website are not incorporated by reference in this Current Report on Form 8-K.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 17, 2026				Universal Technical Institute, Inc.
				By:		/s/ Christopher Kevane
				Name:		Christopher Kevane
				Title:		Executive Vice President and Chief Legal Officer

3

FAQ

What corporate action did Universal Technical Institute (UTI) report in this 8-K?

Universal Technical Institute reported that its board approved an amended and restated Code of Conduct on March 11, 2026. The revisions update governance, ethics, and compliance practices, streamline overlapping policies, and make administrative and stylistic changes without waiving any provisions of the prior code.

Why did UTI amend and restate its Code of Conduct?

UTI amended and restated its Code of Conduct to reflect current governance, ethics, and compliance best practices. The company also sought to eliminate redundant or overlapping provisions, consolidate similar topics, and make non-substantive administrative and stylistic updates across its policy framework.

Do the changes to UTI’s Code of Conduct waive any previous provisions?

The company states the amendments do not constitute or result in a waiver of any provision of the previous Code of Conduct. The changes are characterized as non-substantive, focusing on alignment with best practices, consolidation of policies, and administrative, stylistic, and typographical updates only.

Where can investors find Universal Technical Institute’s updated Code of Conduct?

Investors can access UTI’s updated Code of Conduct on the Corporate Governance section of its website at https://investor.uti.edu/code-of-conduct. The company notes that this brief description is fully qualified by the complete text available online, which governs the actual policy details.

Does the 8-K incorporate UTI’s website content by reference?

No, the company explicitly states that the contents of its website are not incorporated by reference in this report. While the full Code of Conduct is accessible online, only the filed report and referenced documents are formally part of the disclosed information set.

Who signed the Universal Technical Institute 8-K regarding the Code of Conduct?

The report was signed on behalf of Universal Technical Institute by Christopher Kevane, Executive Vice President and Chief Legal Officer. This indicates senior legal oversight of the disclosure about the amended and restated Code of Conduct adopted by the board on March 11, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB