UTI (UTI) director Shannon Lei Okinaka receives 3,565-share equity grant

Rhea-AI Filing Summary

Universal Technical Institute director Shannon Lei Okinaka received a stock grant as part of her board compensation. She acquired 3,565 shares of common stock on March 5, 2026 as a grant or award, bringing her direct holdings to 29,808 shares. The shares were issued as non-employee director compensation under Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan, and the award was approved by UTI's Board of Directors on March 5, 2026.

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

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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^*

Okinaka Shannon Lei

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		3,565(1)	A	$0.00	29,808	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 shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan and the award was approved by UTI's Board of Directors on March 5, 2026.

	/s/ Christopher Kevane, Attorney-in-Fact for Shannon L. Okinaka	03/06/2026
	** 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.
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FAQ

What insider transaction did UTI director Shannon Lei Okinaka report on Form 4?

UTI director Shannon Lei Okinaka reported receiving a stock grant of 3,565 common shares. The shares were awarded as non-employee director compensation under Universal Technical Institute’s Amended and Restated 2021 Equity Incentive Plan and were approved by the Board on March 5, 2026.

How many UTI shares does Shannon Lei Okinaka own after the March 5, 2026 grant?

After the March 5, 2026 stock grant, Shannon Lei Okinaka directly holds 29,808 shares of Universal Technical Institute common stock. This total reflects the addition of 3,565 shares awarded as non-employee director compensation under the company’s Amended and Restated 2021 Equity Incentive Plan.

Was the UTI stock received by Shannon Lei Okinaka a market purchase or a grant?

The UTI stock reported by Shannon Lei Okinaka was a grant, not a market purchase. She acquired 3,565 common shares as non-employee director compensation under the Amended and Restated 2021 Equity Incentive Plan, with the award approved by the Board on March 5, 2026.

Under which plan did UTI grant shares to director Shannon Lei Okinaka?

The shares were granted under the Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan. As non-employee director compensation, 3,565 common shares were awarded to Shannon Lei Okinaka, with the grant approved by UTI’s Board of Directors on March 5, 2026.

What does the transaction code "A" mean in Shannon Lei Okinaka’s UTI Form 4?

The transaction code “A” on the Form 4 indicates a grant, award, or other acquisition. For UTI director Shannon Lei Okinaka, it reflects the award of 3,565 common shares as non-employee director compensation approved by the Board on March 5, 2026.