Universal Technical Institute (UTI) CEO Jerome Grant earns 194,394 performance-based shares

Rhea-AI Filing Summary

Universal Technical Institute, Inc. (UTI) reported that its Chief Executive Officer and director, Jerome Alan Grant, acquired common stock through an equity award. On 12/08/2025, he received 194,394 shares of common stock at a price of $0 per share, recorded as an acquisition. These shares relate to a performance-based restricted stock unit award that was earned based on the company’s achievement of specified performance vesting criteria under the governing award agreement.

Following this transaction, Grant beneficially owned 539,018 shares of UTI common stock in direct ownership. The filing is made as a Form 4 by a single reporting person and reflects compensation tied to performance rather than an open-market purchase.

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^*

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)
12/08/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	12/08/2025		A		194,394(1)	A	$0	539,018	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 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).

	/s/ Christopher Kevane, Attorney-in-Fact for Jerome Alan Grant	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Universal Technical Institute (UTI) report in this Form 4?

The company reported that its Chief Executive Officer and director, Jerome Alan Grant, acquired 194,394 shares of Universal Technical Institute common stock on 12/08/2025 at a price of $0 per share.

How were the 194,394 Universal Technical Institute (UTI) shares earned by the CEO?

The 194,394 shares represent shares underlying a performance-based restricted stock unit award that was earned based on the issuer’s achievement of specified performance vesting criteria as set out in the award agreement.

What is Jerome Alan Grant’s beneficial ownership in UTI after this transaction?

After the reported acquisition, Jerome Alan Grant beneficially owned 539,018 shares of Universal Technical Institute common stock, held in direct ownership.

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

The reporting person, Jerome Alan Grant, is both a Director and the Chief Executive Officer of Universal Technical Institute, Inc.

Was this Universal Technical Institute (UTI) Form 4 filed for more than one reporting person?

No. The Form 4 indicates that it was filed by one reporting person, namely Jerome Alan Grant.

Does this UTI insider transaction involve derivative securities such as options or warrants?

The disclosure shows activity only in non-derivative common stock. The derivative securities table does not list any acquired or disposed derivative securities for this transaction.

Who signed the Universal Technical Institute (UTI) Form 4 on behalf of the CEO?

The Form 4 was signed by /s/ Christopher Kevane as Attorney-in-Fact for Jerome Alan Grant on 12/10/2025.