Universal Technical Institute (NYSE: UTI) EVP discloses RSU grant and tax share withholdings

Rhea-AI Filing Summary

Universal Technical Institute executive equity activity disclosed. The company’s EVP and Chief Legal Officer reported equity transactions in company stock. On December 10, 2025, the officer acquired 13,012 restricted stock units (RSUs), which vest in three equal installments beginning on December 15, 2026. Each RSU represents a contingent right to receive one share of common stock.

On December 11, 2025, the issuer withheld 10,828, 3,352 and 2,542 shares of common stock at a price of $24.55 per share to satisfy tax-withholding obligations tied to previously granted performance-based and time-based RSUs. After these transactions, the reporting person beneficially owned 108,845 shares of Universal Technical Institute common stock directly.

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^*

Kevane Christopher E.

(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 and Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		A		13,012(1)	A	(2)	125,567	D
Common Stock, $0.0001 par value	12/11/2025		F		10,828(3)	D	$24.55	114,739	D
Common Stock, $0.0001 par value	12/11/2025		F		3,352(4)	D	$24.55	111,387	D
Common Stock, $0.0001 par value	12/11/2025		F		2,542(5)	D	$24.55	108,845	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 restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026.

2. Each RSU represents a contingent right to receive one share of issuer's Common Stock.

3. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022.

4. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022.

5. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

	/s/ Christopher Kevane	12/12/2025
	** 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).
** 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 Universal Technical Institute (UTI) report in this Form 4?

The EVP and Chief Legal Officer of Universal Technical Institute reported receiving 13,012 restricted stock units (RSUs) on December 10, 2025, along with related share withholdings for taxes on December 11, 2025.

How many Universal Technical Institute (UTI) RSUs were granted and when do they vest?

The officer received 13,012 RSUs. These RSUs vest in three equal installments beginning on December 15, 2026, as disclosed in the explanation of responses.

Why did Universal Technical Institute (UTI) withhold shares from the executive on December 11, 2025?

The issuer withheld 10,828, 3,352 and 2,542 shares of common stock at $24.55 per share to satisfy tax-withholding obligations upon settlement or vesting of previously granted performance-based and time-based RSUs.

How many Universal Technical Institute (UTI) shares does the reporting person own after these transactions?

Following the reported RSU grant and tax-related share withholdings, the reporting person beneficially owned 108,845 shares of Universal Technical Institute common stock directly.

What is the role of the insider involved in this Universal Technical Institute (UTI) Form 4?

The reporting person serves as an Officer of Universal Technical Institute, holding the title of EVP and Chief Legal Officer, and filed the Form 4 as an individual reporting person.

Were the Universal Technical Institute (UTI) share transactions related to options or other derivatives?

No derivative securities are listed in Table II. The reported activity involves common stock and restricted stock units that each represent a right to receive one share of common stock.