Coliseum Capital cuts Universal Technical stake (NYSE: UTI)

Rhea-AI Filing Summary

UNIVERSAL TECHNICAL INSTITUTE INC disclosed that entities managed by Coliseum Capital completed an open-market sale of 3,000,000 shares of Common Stock at $41.40 per share. The transaction is reported as an indirect sale through investment vehicles advised by Coliseum Capital Management.

After the sale, Coliseum Capital Partners, L.P. holds 801,777 shares of Common Stock and a separate account investment advisory client holds 169,663 shares, for a total of 971,440 shares attributed to these entities, with reporting persons disclaiming beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity ownership and governance analyst

Large open-market sale by Coliseum-managed entities reduces their UTI share position but leaves a notable remaining stake.

Entities advised by Coliseum Capital Management executed an open-market sale of 3,000,000 shares of UNIVERSAL TECHNICAL INSTITUTE INC Common Stock at $41.40 per share. The sale is reported as indirect, reflecting holdings in an investment partnership and a separate advisory account.

Following the transaction, Coliseum Capital Partners, L.P. holds 801,777 shares, and a separate account client holds 169,663 shares, totaling 971,440 shares. The filing states that Christopher Shackelton, Adam Gray, and the related entities disclaim beneficial ownership beyond their pecuniary interest, so the economic exposure is tied to these investment vehicles rather than direct personal holdings.

Insider Trade Summary

Net Seller: 3,000,000 shares ($124,200,000)

Net Sell 1 txn

Insider Coliseum Capital Management, LLC, Shackelton Christopher S, Coliseum Capital, LLC, COLISEUM CAPITAL PARTNERS, L.P., Gray Adam

Role null | null | null | null | null

Sold 3,000,000 shs ($124.20M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.0001 par value ("Common Stock")	3,000,000	$41.40	$124.20M

Holdings After Transaction: Common Stock, $0.0001 par value ("Common Stock") — 971,440 shares (Indirect, See Footnotes)

Footnotes (1)

1. The shares of Common Stock reported herein are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) a separate account investment advisory client of CCM (the "Separate Account"). Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP holds 801,777 shares of Common Stock and the Separate Account holds 169,663 shares of Common Stock.

Key Figures

Shares sold: 3,000,000 shares Sale price: $41.40 per share Shares held after transaction: 971,440 shares +3 more

6 metrics

Shares sold 3,000,000 shares Open-market sale of Common Stock

Sale price $41.40 per share Price for the 3,000,000-share sale

Shares held after transaction 971,440 shares Total reported for Coliseum-related entities after sale

CCP post-transaction holding 801,777 shares Shares of Common Stock held by Coliseum Capital Partners, L.P.

Separate account holding 169,663 shares Shares of Common Stock held by the separate account client

Net share direction -3,000,000 shares Net-sell according to transactionSummary

Key Terms

open-market sale, indirect ownership, beneficial ownership, pecuniary interest, +1 more

5 terms

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"The transaction is reported as an indirect sale through investment vehicles"

beneficial ownership financial

"disclaims beneficial ownership of these securities except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest"

investment adviser financial

"for which Coliseum Capital Management, LLC serves as investment adviser"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

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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^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 ("Common Stock")	06/08/2026		S		3,000,000	D	$41.4	971,440	I	See Footnotes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CONNECTICUT 06853

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares of Common Stock reported herein are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) a separate account investment advisory client of CCM (the "Separate Account").

2. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

3. Following the transactions reported herein, CCP holds 801,777 shares of Common Stock and the Separate Account holds 169,663 shares of Common Stock.

Remarks:

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP and Gray.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/10/2026
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/10/2026
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/10/2026
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/10/2026
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

How many UNIVERSAL TECHNICAL INSTITUTE (UTI) shares were sold in this Form 4?

The filing reports an open-market sale of 3,000,000 shares of UNIVERSAL TECHNICAL INSTITUTE Common Stock. These shares were sold at a price of $41.40 per share by entities managed by Coliseum Capital Management, rather than by the individual directors personally.

Who executed the 3,000,000-share sale reported for UTI?

The sale was executed by Coliseum Capital Partners, L.P. and a separate account investment advisory client of Coliseum Capital Management. The individual reporting persons, including Christopher Shackelton and Adam Gray, report the transaction but disclaim beneficial ownership beyond their pecuniary interest.

What was the sale price for the UTI shares in this insider transaction?

The 3,000,000 UNIVERSAL TECHNICAL INSTITUTE shares were sold at $41.40 per share. This price applies to the reported open-market sale carried out indirectly through Coliseum Capital’s investment entities, rather than through direct personal trading by the named directors.

How many UTI shares do Coliseum Capital entities hold after this transaction?

After the sale, Coliseum Capital Partners, L.P. holds 801,777 shares of UTI Common Stock, and the separate account holds 169,663 shares. Together, these entities are reported with 971,440 shares remaining following the 3,000,000-share disposition.

Is the UTI insider transaction a direct or indirect holding for the reporters?

The transaction is reported as indirect ownership, with the shares held by Coliseum Capital Partners, L.P. and a separate advisory account. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest in those entities.

Does this UTI Form 4 involve any derivative securities or option exercises?

No, the Form 4 describes a transaction in non-derivative Common Stock only. The derivativeSummary section is empty, indicating there are no option exercises, warrants, or other derivative transactions reported in this particular filing for UNIVERSAL TECHNICAL INSTITUTE.