Universal Technical Institute (UTI) EVP/COO discloses RSU grant and share withholdings

Rhea-AI Filing Summary

Universal Technical Institute EVP/COO equity transactions were reported for Todd A. Hitchcock. On 12/10/2025, he acquired 18,588 restricted stock units (RSUs), each representing a contingent right to receive one share of common stock. These RSUs vest in three equal installments beginning on December 15, 2026.

On 12/11/2025, the company withheld 9,467, 3,148, and 2,334 shares of common stock at a price of $24.55 per share to cover tax-withholding obligations tied to previously granted performance-based and time-based RSUs. After these transactions, Hitchcock beneficially owned 123,038 shares of Universal Technical Institute common stock directly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hitchcock Todd A

Role EVP/COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.0001 par value	9,467	$24.55	$232K
Tax Withholding	Common Stock, $0.0001 par value	3,148	$24.55	$77K
Tax Withholding	Common Stock, $0.0001 par value	2,334	$24.55	$57K
Grant/Award	Common Stock, $0.0001 par value	18,588	$0.00	--

Holdings After Transaction: Common Stock, $0.0001 par value — 128,520 shares (Direct)

Footnotes (1)

1. The restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026. Each RSU represents a contingent right to receive one share of issuer's Common Stock. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

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^*

Hitchcock Todd A

(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/COO

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		18,588(1)	A	(2)	137,987	D
Common Stock, $0.0001 par value	12/11/2025		F		9,467(3)	D	$24.55	128,520	D
Common Stock, $0.0001 par value	12/11/2025		F		3,148(4)	D	$24.55	125,372	D
Common Stock, $0.0001 par value	12/11/2025		F		2,334(5)	D	$24.55	123,038	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, Attorney-in-Fact for Todd A. Hitchcock	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.
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 Universal Technical Institute (UTI) report in this filing?

The filing reports equity transactions for Todd A. Hitchcock, EVP/COO of Universal Technical Institute, including a grant of 18,588 restricted stock units and several share withholdings to cover tax obligations related to previously granted RSUs.

How many restricted stock units did the UTI executive receive and when do they vest?

The executive received 18,588 restricted stock units on 12/10/2025. According to the disclosure, these RSUs vest in three equal installments beginning on December 15, 2026.

What does each restricted stock unit represent for Universal Technical Institute (UTI)?

Each restricted stock unit reported in the filing represents a contingent right to receive one share of Universal Technical Institute common stock.

Why were UTI shares withheld from the executive’s holdings on 12/11/2025?

On 12/11/2025, the company withheld 9,467, 3,148, and 2,334 shares at $24.55 per share to satisfy tax-withholding obligations upon settlement or vesting of performance-based and time-based RSUs granted in 2022 and 2023.

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

Following the reported transactions, the filing shows that the executive beneficially owned 123,038 shares of Universal Technical Institute common stock directly.

What is the executive’s role at Universal Technical Institute (UTI)?

The reporting person is identified as an officer of Universal Technical Institute, serving as EVP/COO (Executive Vice President/Chief Operating Officer).