[Form 4] UNIVERSAL TECHNICAL INSTITUTE INC Insider Trading Activity

Rhea-AI Filing Summary

Universal Technical Institute director-affiliated investment entities significantly increased their stake through open-market purchases of Common Stock. On December 1, 2025, they bought 171,430 shares at a weighted average price of $23.66 and 69,657 shares at a weighted average price of $24.11. On December 2, 2025, they purchased an additional 467,020 shares at a weighted average price of $24.40.

The shares are held indirectly through investment entities including Coliseum Capital Partners, L.P. and a separate account advised by Coliseum Capital Management, LLC. After these transactions, Coliseum Capital Partners, L.P. holds 2,830,525 shares of Common Stock and the separate account holds 593,849 shares, reflecting substantial beneficial ownership tied to the reporting group.

Insights

Equity Ownership and Governance Analyst

Insider-affiliated entities increased indirect holdings through sizable open-market stock purchases over two days.

The filing shows entities affiliated with director Christopher Shackelton and Adam Gray purchased additional Universal Technical Institute common stock on 12/01/2025 and 12/02/2025. Three open-market buy transactions added 171,430, 69,657 and 467,020 shares, at weighted average prices of about $23.66, $24.11 and $24.40. After these trades, Coliseum Capital Partners, L.P. holds 2,830,525 shares and the separate account client advised by Coliseum Capital Management holds 593,849 shares, for a reported indirect beneficial ownership of 3,424,374 shares.

The reporting persons describe the prices as weighted averages over defined ranges and commit to provide detailed breakdowns on request, which is typical when many small trades are aggregated. The ownership is reported as indirect, through investment entities, and each reporting person disclaims beneficial ownership beyond pecuniary interest, which clarifies economic exposure versus formal control. The filing also notes that Coliseum-related entities and Gray may be deemed directors by deputization due to Shackelton’s board role, underscoring their governance relevance.

From a monitoring standpoint, this disclosure documents a measurable increase in equity exposure by an existing significant holder without any issuance of new shares by the company. The key items to track over time are any further Form 4 filings by these Coliseum-affiliated entities, changes in their aggregated share count around future transaction dates, and any subsequent governance disclosures that reference their director-by-deputization status.

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^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.0001 ("Common Stock")	12/01/2025		P		171,430	A	$23.66(1)	2,887,697	I	See Footnotes(2)(3)
Common Stock	12/01/2025		P		69,657	A	$24.11(4)	2,957,354	I	See Footnotes(2)(3)
Common Stock	12/02/2025		P		467,020	A	$24.4(5)	3,424,374	I	See Footnotes(2)(3)(6)

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

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVENUE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.01 to $24.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The shares of Common Stock reported herein are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) a separate account investment advisory client of CCM (the "Separate Account").

3. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.01 to $24.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.90 to $24.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. Following the transactions reported herein, CCP holds 2,830,525 shares of Common Stock and the Separate Account holds 593,849 shares of Common Stock.

Remarks:

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP and Gray.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/03/2025
	Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/03/2025
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/03/2025
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/03/2025
	Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/03/2025
	** 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 transactions were reported for UTI in this Form 4?

The report shows affiliated investment entities buying 171,430 UTI shares at a weighted average of $23.66, 69,657 shares at $24.11, and 467,020 shares at $24.40 in early December 2025.

Who are the reporting persons in this UTI Form 4?

The securities are held through entities including Coliseum Capital Partners, L.P., a separate account advised by Coliseum Capital Management, LLC, with oversight by managers Christopher Shackelton and Adam Gray.

How many UTI shares do the Coliseum-related entities hold after these transactions?

Following the reported purchases, Coliseum Capital Partners, L.P. holds 2,830,525 shares of UTI Common Stock, and the separate advisory account holds 593,849 shares.

What prices did insiders pay for the newly acquired UTI shares?

The purchases were executed at weighted average prices of $23.66, $24.11, and $24.40 per share, with actual individual trade prices ranging within specified bands around those averages.

How is beneficial ownership of these UTI shares characterized?

The entities and individuals involved, including Shackelton and Gray, disclaim beneficial ownership of the securities except to the extent of their pecuniary interest, as is common in investment fund structures.

What is the relationship of the reporting persons to Universal Technical Institute?

Christopher Shackelton is a director of Universal Technical Institute, and the filing notes that certain Coliseum entities and Adam Gray may be deemed directors by deputization for Section 16 purposes.