Universal Technical Institute (UTI) CEO logs Form 4 tax-withholding of RSU shares

Rhea-AI Filing Summary

Universal Technical Institute Inc. insider Jerome Alan Grant, who serves as both Chief Executive Officer and Director, reported an automatic share withholding related to equity compensation. On December 17, 2025, the company withheld 9,276 shares of common stock at $26.06 per share to cover tax obligations triggered by the vesting of restricted stock units granted on December 12, 2024. After this tax-withholding transaction, Grant beneficially owned 490,255 shares of Universal Technical Institute common stock in direct ownership. The filing classifies the event under transaction code “F,” indicating shares withheld by the issuer rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Grant Jerome Alan

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.0001 par value	9,276	$26.06	$242K

Holdings After Transaction: Common Stock, $0.0001 par value — 490,255 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Grant Jerome Alan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		9,276(1)	D	$26.06	490,255	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 12, 2024.

	/s/ Christopher Kevane, Attorney-in-Fact for Jerome Alan Grant	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 report for its CEO on December 17, 2025?

The CEO and Director of Universal Technical Institute Inc. (UTI), Jerome Alan Grant, reported a transaction on December 17, 2025 in which 9,276 shares of common stock were withheld by the company to satisfy tax-withholding obligations tied to vesting restricted stock units.

How many UTI shares were withheld for taxes in the latest insider filing?

The filing shows that 9,276 shares of Universal Technical Institute common stock were withheld by the issuer at a price of $26.06 per share to cover tax obligations upon RSU vesting.

How many UTI shares does the reporting person own after the reported transaction?

Following the tax-withholding transaction, Jerome Alan Grant beneficially owned 490,255 shares of Universal Technical Institute common stock in direct ownership, as stated in the Form 4.

Was the UTI CEO’s Form 4 transaction an open-market sale?

No. The transaction is coded “F”, and the explanation states the 9,276 shares were withheld by the issuer to satisfy tax-withholding obligations on vested restricted stock units, rather than an open-market sale.

What is the reason given for the share withholding in UTI’s insider report?

The explanation notes that the shares were withheld by the issuer to satisfy tax-withholding obligations when restricted stock units granted on December 12, 2024 vested.

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

The reporting person, Jerome Alan Grant, is identified as both a Director and an Officer, serving as the company’s Chief Executive Officer.