UTI (UTI) director George Brochick granted 3,565 shares in board compensation

Rhea-AI Filing Summary

Brochick George W. reported acquisition or exercise transactions in this Form 4 filing.

UNIVERSAL TECHNICAL INSTITUTE INC director George W. Brochick received a stock grant as non-employee director compensation. He was awarded 3,565 shares of common stock on March 5, 2026 under the company’s Amended and Restated 2021 Equity Incentive Plan, at no cash cost.

Following this award, Brochick directly holds 4,279 common shares, and indirectly holds 32,516 common shares through the Brochick Family Trust. The grant was approved by UTI’s Board of Directors on March 5, 2026 as part of routine equity compensation for board service.

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^*

Brochick George W.

(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	4,279	D
Common Stock, $0.0001 par value								32,516	I	By the Brochick Family Trust

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 George W. Brochick	03/06/2026
	** 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 UTI director George W. Brochick report on this Form 4?

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

Was the UTI Form 4 transaction a purchase or a compensation grant for George W. Brochick?

The Form 4 shows a compensation grant, not an open-market purchase. Brochick acquired 3,565 common shares at a stated price of zero as non-employee director compensation under UTI’s 2021 Equity Incentive Plan, following approval by the company’s Board of Directors.

How many UTI shares does George W. Brochick own after the reported Form 4 transaction?

After the grant, George W. Brochick directly owns 4,279 Universal Technical Institute common shares. In addition, he indirectly owns 32,516 common shares held by the Brochick Family Trust, as reflected in the indirect ownership line on the Form 4 filing.

What plan governed the stock grant reported by UTI director George W. Brochick?

The stock grant was issued under the Universal Technical Institute, Inc. Amended and Restated 2021 Equity Incentive Plan. This plan provides for equity-based compensation, and the Board of Directors approved Brochick’s 3,565-share award as non-employee director compensation on March 5, 2026.

Does the UTI Form 4 show any stock sales by George W. Brochick?

The Form 4 does not report any stock sales by George W. Brochick. It shows a single acquisition of 3,565 common shares as a non-employee director compensation grant, plus a separate line updating his indirect holdings through the Brochick Family Trust.

How are George W. Brochick’s indirect UTI shareholdings reported on the Form 4?

Indirect holdings are reported as 32,516 UTI common shares held by the Brochick Family Trust. This line is marked as indirect ownership, with the nature of ownership described explicitly as “By the Brochick Family Trust” in the Form 4 transaction detail.