Universal Technical Institute (UTI) EVP discloses RSU grant and tax share withholdings

Rhea-AI Filing Summary

Universal Technical Institute executive vice president and chief academic officer Sherrell Smith reported equity transactions in company stock. On December 10, 2025, Smith received 7,435 restricted stock units (RSUs)

On December 11, 2025, the company withheld 19,129, 4,587, and 2,512 shares of common stock at $24.55 per share to cover tax-withholding obligations related to performance-based and time-based RSUs granted in 2022 and 2023. After these transactions, Smith directly beneficially owned 160,696 shares of Universal Technical Institute common stock.

12/12/2025 - 08:22 PM

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)
12/10/2025

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	12/10/2025		A		7,435(1)	A	(2)	186,924	D
Common Stock, $0.0001 par value	12/11/2025		F		19,129(3)	D	$24.55	167,795	D
Common Stock, $0.0001 par value	12/11/2025		F		4,587(4)	D	$24.55	163,208	D
Common Stock, $0.0001 par value	12/11/2025		F		2,512(5)	D	$24.55	160,696	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 restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026.

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

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

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

5. 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 Sherrell Smith	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).
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 executive Sherrell Smith report on this Form 4?

The filing shows that Sherrell Smith, EVP and chief academic officer of Universal Technical Institute (UTI), received new restricted stock units and had shares withheld to cover taxes related to previously granted RSUs.

How many UTI restricted stock units did Sherrell Smith receive in December 2025?

On December 10, 2025, Sherrell Smith received 7,435 restricted stock units (RSUs) of Universal Technical Institute common stock.

What is the vesting schedule for the new UTI RSUs reported by Sherrell Smith?

The 7,435 RSUs vest in three equal installments, beginning on December 15, 2026, meaning the grant will vest over three annual dates starting then.

Why were UTI shares withheld from Sherrell Smith on December 11, 2025?

On December 11, 2025, UTI withheld 19,129, 4,587, and 2,512 shares at $24.55 per share to satisfy tax-withholding obligations tied to performance-based and time-based RSUs granted in December 2022 and December 2023.

How many UTI shares does Sherrell Smith own after the reported transactions?

Following the reported grant and share withholdings, Sherrell Smith beneficially owned 160,696 shares of Universal Technical Institute common stock in direct ownership.

What does each UTI RSU reported by Sherrell Smith represent?

Each restricted stock unit reported in the filing represents a contingent right to receive one share of Universal Technical Institute common stock upon vesting and settlement.