Universal Technical Institute (UTI) EVP reports RSU tax share withholding

Rhea-AI Filing Summary

Universal Technical Institute Inc. executive Sherrell Smith, EVP and Chief Academic Officer, reported a routine share withholding related to equity compensation. On December 17, 2025, the issuer withheld 1,321 shares of common stock at a price of $26.06 per share to cover tax obligations upon vesting of restricted stock units that were granted on December 9, 2024. After this transaction, Smith directly beneficially owned 159,375 shares of Universal Technical Institute common stock.

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^*

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)
12/17/2025

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		1,321(1)	D	$26.06	159,375	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 December 9, 2024.

	/s/ Christopher Kevane, Attorney-in-Fact for Sherrell Smith	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 UTI's executive report on December 17, 2025?

EVP and Chief Academic Officer Sherrell Smith reported that on December 17, 2025, 1,321 shares of Universal Technical Institute common stock were withheld by the issuer to satisfy tax-withholding obligations upon vesting of previously granted restricted stock units.

How many UTI shares does Sherrell Smith hold after the reported transaction?

Following the reported tax-withholding transaction, Sherrell Smith beneficially owned 159,375 shares of Universal Technical Institute common stock in direct ownership.

What was the price used for the UTI shares withheld for taxes?

The 1,321 shares withheld to cover tax obligations were valued at a price of $26.06 per share for Universal Technical Institute common stock.

Why were UTI shares withheld from Sherrell Smith in this Form 4 filing?

The filing explains that the shares were withheld by the issuer to satisfy tax-withholding obligations upon the vesting of restricted stock units that had been granted on December 9, 2024.

What is Sherrell Smith’s role at Universal Technical Institute (UTI)?

In the filing, Sherrell Smith is identified as an officer of Universal Technical Institute, serving as EVP, Chief Academic Officer.

Is this UTI insider transaction a sale of shares on the open market?

No. The filing indicates the 1,321 shares were withheld by the issuer to cover tax-withholding obligations tied to vesting restricted stock units, rather than an open-market sale initiated by the executive.