Universal Technical Institute (NYSE: UTI) officer details stock awards and tax share withholdings

Rhea-AI Filing Summary

Universal Technical Institute Inc. reported insider equity activity by its Concorde Division President, Kevin Prehn. On December 8, 2025, he acquired 6,480 shares of common stock at $0.00 per share from a performance-based restricted stock unit award that had been earned based on the company’s achievement of specified performance criteria. On December 10, 2025, he acquired an additional 7,435 restricted stock units that will vest in three equal installments beginning on December 15, 2026.

On December 11, 2025, the company withheld 2,319 shares, 416 shares, and 1,698 shares of common stock, each at a price of $24.55 per share, to cover tax-withholding obligations related to the vesting or settlement of prior restricted stock and performance-based awards. After these transactions, Prehn beneficially owned 18,162 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

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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^*

Prehn Kevin

(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)
	Concorde Division President

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		6,480(1)	A	$0.00	15,160	D
Common Stock, $0.0001 par value	12/10/2025		A		7,435(2)	A	(3)	22,595	D
Common Stock, $0.0001 par value	12/11/2025		F		2,319(4)	D	$24.55	20,276	D
Common Stock, $0.0001 par value	12/11/2025		F		416(5)	D	$24.55	19,860	D
Common Stock, $0.0001 par value	12/11/2025		F		1,698(6)	D	$24.55	18,162	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).

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

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

4. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022 referenced in footnote 1.

5. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022.

6. 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 Kevin Prehn	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).
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FAQ

What insider transaction did UTI report in this Form 4?

The filing reports that Kevin Prehn, Concorde Division President of Universal Technical Institute Inc. (UTI), acquired shares from equity awards and had shares withheld to satisfy tax obligations related to those awards.

How many UTI shares does Kevin Prehn beneficially own after these transactions?

Following the reported transactions, Kevin Prehn beneficially owns 18,162 shares of Universal Technical Institute common stock directly.

What equity awards did Kevin Prehn receive according to the UTI Form 4?

On December 8, 2025, Prehn acquired 6,480 shares from a performance-based restricted stock unit award that had been earned under specified performance criteria. On December 10, 2025, he was granted 7,435 restricted stock units that vest in three equal installments beginning on December 15, 2026.

Why were some UTI shares reported as disposed of on December 11, 2025?

On December 11, 2025, a total of 2,319 shares, 416 shares, and 1,698 shares of Universal Technical Institute common stock were withheld by the issuer at $24.55 per share to satisfy tax-withholding obligations upon settlement or vesting of previously granted performance-based and time-based restricted stock units.

What is the vesting schedule for the new restricted stock units reported for UTI?

The 7,435 restricted stock units reported in the filing vest in three equal installments beginning on December 15, 2026, as described in the footnotes.

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

The reporting person is identified as an Officer of Universal Technical Institute, serving as Concorde Division President.