UNIVERSAL TECHNICAL INSTITUTE INC (NYSE: UTI) director granted 3,565 shares

Rhea-AI Filing Summary

DEVINCENZI ROBERT THOMAS reported acquisition or exercise transactions in this Form 4 filing.

UNIVERSAL TECHNICAL INSTITUTE INC director Robert Thomas Devincenzi received an equity award of 3,565 shares of common stock as non-employee director compensation. The shares were issued under the company’s Amended and Restated 2021 Equity Incentive Plan and approved by the Board of Directors on March 5, 2026. Following this grant, he directly holds 140,330 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DEVINCENZI ROBERT THOMAS

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 par value	3,565	$0.00	--

Holdings After Transaction: Common Stock, $0.0001 par value — 140,330 shares (Direct)

Footnotes (1)

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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^*

DEVINCENZI ROBERT THOMAS

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		3,565(1)	A	$0.00	140,330	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. The shares were issued as non-employee director compensation under the Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan and the award was approved by UTI's Board of Directors on March 5, 2026.

	/s/ Christopher Kevane, Attorney-in-Fact for Robert T. DeVincenzi	03/06/2026
	** 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.

FAQ

What insider transaction did UTI director Robert Thomas Devincenzi report?

UTI director Robert Thomas Devincenzi reported receiving 3,565 shares of common stock as compensation. The shares were issued as non-employee director compensation under Universal Technical Institute’s Amended and Restated 2021 Equity Incentive Plan and were approved by the Board of Directors on March 5, 2026.

How many UTI shares does Robert Thomas Devincenzi own after this Form 4 filing?

After this transaction, Robert Thomas Devincenzi directly owns 140,330 shares of Universal Technical Institute common stock. This total reflects the addition of 3,565 shares granted as non-employee director compensation under the company’s Amended and Restated 2021 Equity Incentive Plan approved on March 5, 2026.

Was the UTI insider transaction a stock purchase or an equity award?

The UTI insider transaction was an equity award, not a stock purchase. Robert Thomas Devincenzi acquired 3,565 common shares through a grant of non-employee director compensation, issued under Universal Technical Institute’s Amended and Restated 2021 Equity Incentive Plan at a stated per-share price of $0.0000.

Under which plan were the new UTI shares granted to director Robert Thomas Devincenzi?

The new UTI shares were granted under the Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan. The 3,565-share award was issued as non-employee director compensation and was specifically approved by the company’s Board of Directors on March 5, 2026, according to the Form 4 footnote.

What is the transaction code and direction for the UTI Form 4 filing?

The Form 4 transaction uses code “A,” indicating a grant, award, or other acquisition. The direction is classified as an acquisition, reflecting that Robert Thomas Devincenzi received 3,565 shares of Universal Technical Institute common stock rather than selling or disposing of existing shares.

Is the UTI Form 4 transaction a direct or indirect ownership change?

The UTI Form 4 transaction reflects a direct ownership change. The 3,565 newly granted shares of common stock are listed as directly owned by Robert Thomas Devincenzi, bringing his total direct holdings of Universal Technical Institute common stock to 140,330 shares after the award.