Universal Technical Institute (UTI) SVP & CIO reports tax share withholding

Rhea-AI Filing Summary

Universal Technical Institute reported an insider equity transaction by its SVP and CIO, Adrienne Dawn DeTray. On 12/17/2025, the company withheld 1,766 shares of common stock to cover tax obligations when previously granted restricted stock units vested. The shares were valued at $26.06 each for this withholding transaction.

Following this event, DeTray beneficially owns 28,770 shares of Universal Technical Institute common stock in direct ownership. The restricted stock units that vested were originally granted on March 31, 2025. This is a routine administrative transaction related to equity compensation rather than an open-market purchase or sale.

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^*

DeTray Adrienne Dawn

(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)
	SVP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		F		1,766(1)	D	$26.06	28,770	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 withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on March 31, 2025.

	/s/ Christopher Kevane, Attorney-in-Fact for Adrienne Dawn DeTray	12/19/2025
	** 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 UNIVERSAL TECHNICAL INSTITUTE INC (UTI) disclose?

The company disclosed that SVP and CIO Adrienne Dawn DeTray had 1,766 shares of common stock withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units.

What was the price used for the UTI share withholding transaction?

The 1,766 shares of UNIVERSAL TECHNICAL INSTITUTE INC common stock were withheld at a price of $26.06 per share for tax-withholding purposes.

How many UNIVERSAL TECHNICAL INSTITUTE INC shares does the insider own after this transaction?

After the reported transaction, Adrienne Dawn DeTray beneficially owns 28,770 shares of UNIVERSAL TECHNICAL INSTITUTE INC common stock in direct ownership.

What triggered the share withholding for the UTI insider?

The share withholding was triggered by the vesting of restricted stock units that were granted on March 31, 2025, with the issuer withholding shares to cover associated tax obligations.

What is Adrienne Dawn DeTray’s role at UNIVERSAL TECHNICAL INSTITUTE INC?

Adrienne Dawn DeTray is an officer of UNIVERSAL TECHNICAL INSTITUTE INC, serving as SVP and CIO, and is the reporting person for this equity compensation-related transaction.

Was this UTI insider transaction an open-market trade?

No. The transaction is coded as “F”, indicating shares were withheld by the issuer to satisfy tax-withholding obligations upon vesting, rather than being bought or sold in the open market.