UTI (UTI) HR chief has 2,162 shares withheld for RSU taxes

Rhea-AI Filing Summary

Universal Technical Institute SVP and Chief HR Officer Carolyn Ann Frank reported a tax-related share withholding tied to equity compensation. On January 21, 2026, 2,162 shares of Universal Technical Institute common stock were withheld by the company at a price of $27.49 per share to cover tax-withholding obligations when previously granted restricted stock units vested. After this transaction, Frank beneficially owned 32,022 shares of the company’s common stock in direct ownership. This type of transaction reflects routine tax settlement of stock-based awards rather than an open-market sale.

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^*

Frank Carolyn Ann

(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)
	SVP/Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		F		2,162(1)	D	$27.49	32,022	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 January 16, 2024.

	/s/ Christopher Kevane, Attorney-in-Fact for Carolyn Ann Frank	01/21/2026
	** 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.
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FAQ

What insider transaction did UTI SVP Carolyn Ann Frank report on this Form 4?

SVP/Chief HR Officer Carolyn Ann Frank reported a Form 4 transaction where 2,162 shares of Universal Technical Institute common stock were withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units.

Was the UTI Form 4 transaction an open-market sale of shares?

No. The Form 4 shows an F code transaction, meaning 2,162 shares were withheld by the issuer for taxes when restricted stock units vested, rather than sold by Carolyn Ann Frank in the open market.

How many UTI shares does Carolyn Ann Frank own after this tax withholding?

Following the reported transaction, Carolyn Ann Frank beneficially owned 32,022 shares of Universal Technical Institute common stock in direct ownership.

What price per share was used for the tax withholding on UTI stock?

The issuer withheld the 2,162 shares at a price of $27.49 per share in connection with the vesting of restricted stock units.

What is the role of the insider in this UTI Form 4 filing?

The reporting person, Carolyn Ann Frank, is an officer of Universal Technical Institute, serving as SVP/Chief HR Officer, and filed the Form 4 as a single reporting person.

What does the footnote in this UTI Form 4 explain about the shares withheld?

The footnote states that the 2,162 shares were withheld by the issuer to satisfy tax-withholding obligations when restricted stock units granted on January 16, 2024 vested.