Were any of Sherrell Smith’s UTI share disposals related to taxes?

Yes. Several December 2025 transactions coded “F” reflect shares withheld to satisfy tax-withholding obligations. These related to the settlement or vesting of performance-based and time-based restricted stock units previously granted on December 8, 2022, December 8, 2023, and December 9, 2024.

UTI (NYSE: UTI) EVP Sherrell Smith logs 52,671-share net stock sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Universal Technical Institute executive Sherrell Smith reported multiple stock transactions involving common shares. On March 2, 2026, Smith executed open-market sales totaling 52,671 shares at weighted average prices of $36.9941 for 30,000 directly held shares and $37.1046 for 22,671 shares held indirectly through a spouse. Following these sales, Smith directly owned 129,375 shares, and the spouse’s indirect holdings were 37,474 shares.

The filing also details earlier activity in December 2025, when shares held through the spouse were both acquired via stock awards and withheld to cover tax obligations related to performance-based and time-based restricted stock units.

Insider Trade Summary

Net Seller: 52,671 shares ($1,951,021)

Net Sell 8 txns

Insider Smith Sherrell

Role EVP, Chief Academic Officer

Sold 52,671 shs ($1.95M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.0001 par value	30,000	$36.9941	$1.11M
Sale	Common Stock, $0.0001 par value	22,671	$37.1046	$841K
Tax Withholding	Common Stock, $0.0001 par value	836	$26.06	$22K
Tax Withholding	Common Stock, $0.0001 par value	7,219	$24.55	$177K
Tax Withholding	Common Stock, $0.0001 par value	1,776	$24.55	$44K
Tax Withholding	Common Stock, $0.0001 par value	881	$24.55	$22K
Grant/Award	Common Stock, $0.0001 par value	3,718	$0.00	--
Grant/Award	Common Stock, $0.0001 par value	25,920	$0.00	--

Holdings After Transaction: Common Stock, $0.0001 par value — 129,375 shares (Direct); Common Stock, $0.0001 par value — 37,474 shares (Indirect, Spouse)

Footnotes (1)

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $36.75 to $37.21. The reporting person undertakes to provide the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. 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). The restricted stock units vest in three equal installments beginning on December 15, 2026. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock. Shares withheld by the Issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022. Shares withheld by the Issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022. Shares withheld by the Issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 9, 2024. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $36.88 to $37.35. The reporting person undertakes to provide the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

Form 4 Insider Transactions: What Each Field Means →

03/04/2026 - 08:16 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

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^*

Smith Sherrell

(Last)

(First)

(Middle)

4225 E. WINDROSE DRIVE, SUITE 200

(Street)

PHOENIX

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)
12/08/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	03/02/2026		S		30,000	D	$36.9941⁽¹⁾	129,375	D
Common Stock, $0.0001 par value	12/08/2025		A		25,920⁽²⁾	A	$0.00	67,139	I	Spouse
Common Stock, $0.0001 par value	12/10/2025		A		3,718⁽³⁾	A	⁽⁴⁾	70,857	I	Spouse
Common Stock, $0.0001 par value	12/11/2025		F		7,219⁽⁵⁾	D	$24.55	63,638	I	Spouse
Common Stock, $0.0001 par value	12/11/2025		F		1,776⁽⁶⁾	D	$24.55	61,862	I	Spouse
Common Stock, $0.0001 par value	12/11/2025		F		881⁽⁷⁾	D	$24.55	60,981	I	Spouse
Common Stock, $0.0001 par value	12/17/2025		F		836⁽⁸⁾	D	$26.06	60,145	I	Spouse
Common Stock, $0.0001 par value	03/02/2026		S		22,671	D	$37.1046⁽⁹⁾	37,474	I	Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $36.75 to $37.21. The reporting person undertakes to provide the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

2. 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).

3. The restricted stock units vest in three equal installments beginning on December 15, 2026.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock.

5. Shares withheld by the Issuer to satisfy tax-withholding obligations upon settlement of the performance-based 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, 2022.

7. Shares withheld by the Issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

8. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 9, 2024.

9. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $36.88 to $37.35. The reporting person undertakes to provide the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

	/s/ Christopher Kevane, Attorney-in-Fact for Sherrell Smith	03/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did UTI executive Sherrell Smith report?

Sherrell Smith reported a mix of stock sales, awards, and tax-related disposals. The largest activity was selling 52,671 common shares, alongside prior restricted stock unit awards and shares withheld to satisfy tax obligations tied to those equity grants.

How many UTI shares did Sherrell Smith sell in the latest Form 4?

The Form 4 shows sales totaling 52,671 common shares. This includes 30,000 shares sold directly and 22,671 shares sold from holdings reported as owned indirectly through Smith’s spouse, all in open-market transactions dated March 2, 2026.

At what prices were Sherrell Smith’s UTI shares sold?

The filing reports weighted average sale prices of $36.9941 for 30,000 directly held shares and $37.1046 for 22,671 indirectly held spouse shares. Actual trades occurred in ranges around these figures, as detailed in the weighted-average footnote disclosures.

How many UTI shares does Sherrell Smith own after these transactions?

After the reported trades, Smith directly owns 129,375 common shares. Indirect holdings through the spouse are reported at 37,474 shares. These post-transaction balances are disclosed in the Form 4’s ownership columns for each respective line item.

What were the December 2025 UTI stock transactions involving Sherrell Smith’s spouse?

In December 2025, spouse-held accounts received 29,638 shares through grant or award transactions and had several blocks withheld for taxes. Withholdings covered tax obligations upon vesting or settlement of performance-based and time-based restricted stock unit grants from prior years.