Universal Technical Institute (NYSE: UTI) EVP earns 45,358 performance-based shares

Rhea-AI Filing Summary

Universal Technical Institute, Inc. reported an equity award for one of its senior executives. EVP and Chief Academic Officer Sherrell Smith acquired 45,358 shares of common stock on 12/08/2025 at a price of $0.00 per share. These shares represent stock delivered under a performance-based restricted stock unit award that was earned after the company met specified performance criteria. Following this transaction, Smith beneficially owns 179,489 shares of Universal Technical Institute common stock directly.

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
Estimated average burden
hours per response:			0.5

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^*

Smith Sherrell

(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)
	EVP, Chief Academic Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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	12/08/2025		A		45,358(1)	A	$0.00	179,489	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. Shares underlying a performance-based restricted stock unit award that was earned on the basis of the issuer's achievement of certain performance vesting criteria (as stated in the agreement governing the award).

	/s/ Christopher Kevane, Attorney-in-Fact for Sherrell Smith	12/10/2025
	** 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 report in this Form 4?

Universal Technical Institute reported that EVP and Chief Academic Officer Sherrell Smith acquired 45,358 shares of common stock on 12/08/2025 at $0.00 per share.

Why did the Universal Technical Institute (UTI) executive receive 45,358 shares?

The 45,358 shares reflect a performance-based restricted stock unit award that was earned based on the company’s achievement of certain performance vesting criteria described in the award agreement.

What is Sherrell Smith’s total share ownership in UTI after this transaction?

After the reported transaction, EVP and Chief Academic Officer Sherrell Smith beneficially owns 179,489 shares of Universal Technical Institute common stock directly.

What role does the reporting person hold at Universal Technical Institute (UTI)?

The reporting person, Sherrell Smith, serves as EVP, Chief Academic Officer of Universal Technical Institute.

Did the Universal Technical Institute (UTI) executive pay cash for the new shares?

No cash was paid for these shares; the 45,358 shares were acquired at a price of $0.00 per share as settlement of a performance-based restricted stock unit award.

What type of security was involved in this UTI Form 4 filing?

The filing reports transactions in Common Stock, $0.0001 par value of Universal Technical Institute, Inc.