Universal Technical Institute (UTI) officer discloses RSU award and tax share withholding

Rhea-AI Filing Summary

Universal Technical Institute Inc. officer updates UTI stock holdings through RSUs and tax withholding. UTI Division President Tracy K. Lorenz reported receiving 7,435 restricted stock units of Universal Technical Institute common stock on 12/10/2025, increasing her directly owned shares to 47,545. On 12/11/2025, 1,390 shares were withheld at a price of $24.55 to cover tax obligations tied to a prior RSU grant, leaving her with 46,155 directly owned shares.

The new RSUs vest in three equal installments beginning on December 15, 2026, and each RSU represents the right to receive one share of UTI common stock. This filing reflects routine equity-based compensation and related tax withholding for a senior officer.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lorenz Tracy Kay

(Last) (First) (Middle)

4225 E. WINDROSE DRIVE, SUITE 200

(Street)

PHOENIX AZ 85032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	UTI Division President

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	12/10/2025		A		7,435(1)	A	(2)	47,545	D
Common Stock, $0.0001 par value	12/11/2025		F		1,390(3)	D	$24.55	46,155	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026.

2. Each RSU represents a contingent right to receive one share of issuer's Common Stock.

3. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

	/s/ Christopher Kevane, Attorney-in-Fact for Tracy K. Lorenz	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did UTI officer Tracy K. Lorenz report?

UTI Division President Tracy K. Lorenz reported acquiring 7,435 restricted stock units of Universal Technical Institute common stock on 12/10/2025, and a subsequent share withholding for taxes on 12/11/2025.

How many UTI shares does the reporting person own after these transactions?

After the reported transactions, the filing shows that the reporting person directly owns 46,155 shares of Universal Technical Institute common stock.

What are the vesting terms of the new UTI restricted stock units?

The filing states that the restricted stock units vest in three equal installments beginning on December 15, 2026.

How many UTI shares were withheld for tax purposes and at what price?

The issuer withheld 1,390 shares of Universal Technical Institute common stock on 12/11/2025 to satisfy tax-withholding obligations, at a price of $24.55 per share.

What does each UTI restricted stock unit represent in this Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Universal Technical Institute common stock.

Is this UTI Form 4 a joint filing by multiple reporting persons?

No. The document indicates that the Form 4 is filed by one reporting person, not a group.