Universal Technical Institute (UTI) EVP/COO earns 38,878 performance-based shares

Rhea-AI Filing Summary

Universal Technical Institute, Inc. reported an insider equity award for executive vice president and chief operating officer Todd A. Hitchcock. On 12/08/2025, he acquired 38,878 shares of common stock at a reported price of $0.00 per share, reflecting shares earned under a performance-based restricted stock unit award tied to specific company performance criteria.

Following this transaction, Hitchcock directly beneficially owns 119,399 shares of Universal Technical Institute common stock. The filing characterizes the award as performance-based, meaning the shares were earned based on the issuer’s achievement of agreed performance vesting targets.

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^*

Hitchcock Todd A

(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)
	EVP/COO

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		38,878(1)	A	$0.00	119,399	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 Todd A. Hitchcock	12/10/2025
	** 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).
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FAQ

What insider transaction did UTI disclose for Todd A. Hitchcock?

Universal Technical Institute disclosed that EVP/COO Todd A. Hitchcock acquired 38,878 shares of common stock on 12/08/2025 through a performance-based restricted stock unit award.

At what price were the UTI shares acquired in this Form 4 filing?

The 38,878 shares of Universal Technical Institute common stock were reported as acquired at a price of $0.00 per share.

How many UTI shares does Todd A. Hitchcock own after this transaction?

After the reported transaction, Todd A. Hitchcock beneficially owns 119,399 shares of Universal Technical Institute common stock, held directly.

What type of award led to the share acquisition reported by UTI?

The shares were earned under a performance-based restricted stock unit award, which vests based on the issuer’s achievement of specified performance criteria.

What is Todd A. Hitchcock’s role at Universal Technical Institute (UTI)?

In the filing, Todd A. Hitchcock is identified as an officer of Universal Technical Institute, serving as EVP/COO (executive vice president and chief operating officer).

Is this UTI Form 4 filed for one reporting person or multiple?

The Form 4 is indicated as being filed by one reporting person, namely Todd A. Hitchcock.