Universal Technical Institute (UTI) EVP’s spouse sells 50,000 shares in open-market trade

Rhea-AI Filing Summary

Universal Technical Institute EVP’s spouse sold 50,000 UTI shares in an open-market transaction. The indirect sale, reported by Executive Vice President and Chief Academic Officer Sherrell Smith, involved common stock at a weighted average price of $33.8377 per share, with individual trades ranging from $33.50 to $34.19.

After this transaction, 41,219 shares of common stock were indirectly held through the spouse, and Smith directly held 129,375 shares of common stock. The filing notes that detailed trade-by-trade pricing within the disclosed range is available upon request.

Insider Trade Summary

Net Seller: 50,000 shares ($1,691,885)

Net Sell 2 txns

Insider Smith Sherrell

Role EVP, Chief Academic Officer

Sold 50,000 shs ($1.69M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.0001 par value	50,000	$33.8377	$1.69M
holding	Common Stock, $0.0001 par value	--	--	--

Holdings After Transaction: Common Stock, $0.0001 par value — 41,219 shares (Indirect, Spouse); Common Stock, $0.0001 par value — 129,375 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^*

Smith Sherrell

(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, Chief Academic Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025

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	05/12/2025		S		50,000	D	$33.8377(1)	41,219	I	Spouse
Common Stock, $0.0001 par value								129,375	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 price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $33.50 to $34.19. The reporting person undertakes to provide the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

	/s/ Christopher Kevane, Attorney-in-Fact for Sherrell Smith	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’s Sherrell Smith report on this Form 4?

Sherrell Smith reported an indirect open-market sale of 50,000 shares of Universal Technical Institute common stock. The shares were held by the EVP’s spouse, and the transaction used the Form 4 code for a sale in the open market.

At what price were the 50,000 UTI shares sold by the EVP’s spouse?

The filing reports a weighted average price of $33.8377 per share. A footnote adds that multiple trades occurred in a range from $33.50 to $34.19, and detailed breakdowns are available from the company or regulators upon request.

How many UTI shares does Sherrell Smith hold after the reported sale?

After the transaction, Sherrell Smith indirectly held 41,219 shares of UTI common stock through a spouse and directly held 129,375 shares. These figures represent post-transaction ownership levels disclosed in the Form 4 filing.

Was the UTI insider sale by Sherrell Smith a direct or indirect transaction?

The Form 4 identifies the 50,000-share sale as indirect ownership through a spouse. Sherrell Smith reports the transaction because of the relationship, but the shares themselves are classified as indirectly owned under SEC reporting rules.

What does the price range in the UTI Form 4 footnote mean for investors?

The footnote explains that the reported price is a weighted average, with individual trades between $33.50 and $34.19. This indicates the 50,000 shares were sold in multiple executions rather than a single trade at one uniform price.