[SCHEDULE 13D/A] UNIVERSAL TECHNICAL INSTITUTE INC Amended Major Shareholder Report

Rhea-AI Filing Summary

Coliseum Capital-affiliated investors have exited 5% owner status in Universal Technical Institute, Inc. through large block sales and now hold smaller stakes. Coliseum Capital Management, LLC and related entities report beneficial ownership of up to 971,440 shares of common stock, or 1.76% of the company, based on 55,061,381 shares outstanding as of May 1, 2026.

On June 8, 2026, Coliseum Capital Partners, L.P. sold 2,476,047 shares and a separate advisory account sold 523,953 shares, each at $41.40 per share, in block trades. As a result, the reporting persons ceased to be beneficial owners of more than five percent of the stock, and this amendment is characterized as their exit filing. They also agreed with Morgan Stanley & Co. LLC not to sell remaining shares until after the company publicly issues its earnings release for the fiscal quarter ending June 30, 2026.

Insights

Equity ownership analyst

Coliseum’s block sale moves it below 5% ownership, signaling reduced influence.

Coliseum Capital-related entities sold a combined 3,000,000 shares of Universal Technical Institute at $41.40 per share on June 8, 2026. Their largest reported beneficial position now stands at 971,440 shares, or 1.76% of the common stock, based on 55,061,381 shares outstanding.

This filing is described as an exit filing because they no longer exceed the 5% beneficial ownership threshold that triggers Schedule 13D reporting. A lock-up with Morgan Stanley & Co. LLC limits additional sales until after the company releases earnings for the fiscal quarter ending June 30, 2026, which may temporarily moderate further selling activity from these holders.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Universal Technical Institute, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

913915104

(CUSIP Number)

C. Shackelton/A. Gray
105 Rowayton Avenue,
Rowayton, CT, 06853
203-883-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/08/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 913915104

1

Name of reporting person

Coliseum Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 971,440.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 971,440.00

11

Aggregate amount beneficially owned by each reporting person

971,440.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.76 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 913915104

1

Name of reporting person

Coliseum Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 801,777.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 801,777.00

11

Aggregate amount beneficially owned by each reporting person

801,777.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 913915104

1

Name of reporting person

Coliseum Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 801,777.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 801,777.00

11

Aggregate amount beneficially owned by each reporting person

801,777.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 913915104

1

Name of reporting person

Adam Gray

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 971,440.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 971,440.00

11

Aggregate amount beneficially owned by each reporting person

971,440.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.76 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 913915104

1

Name of reporting person

Christopher Shackelton

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 971,440.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 971,440.00

11

Aggregate amount beneficially owned by each reporting person

971,440.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.76 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Universal Technical Institute, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4225 East Windrose Drive, Suite 200, Phoenix, ARIZONA , 85032.
Item 1 Comment: This Amendment No. 1 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to Universal Technical Institute, Inc. (the "Issuer"), filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 5, 2025, amends and supplements certain of the items set forth therein.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 55,061,381 shares of Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026.
(b)	The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein.
(c)	The Reporting Persons and a separate account investment advisory client of Coliseum Capital Management, LLC (the "Separate Account") effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less: on June 8, 2026, Coliseum Capital Partners, L.P. executed a block sale of 2,476,047 shares, and the Separate Account executed a block sale of 523,953 shares, each at a price of $41.40 per share.
(d)	Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
(e)	As a result of the transaction described herein, on June 8, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment represents the final amendment to the Initial 13D and constitutes an exit filing for the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with the block sales described herein, the Reporting Persons have agreed with Morgan Stanley & Co. LLC, the broker that executed the block sales, not to offer, sell or otherwise dispose of any remaining shares of Common Stock beneficially owned by the Reporting Persons and not sold in such block sales until such time as the Issuer publicly issues its earnings release for the Issuer's fiscal quarter ending June 30, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Coliseum Capital Management, LLC

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar / Attorney-in-fact
Date:	06/10/2026

Coliseum Capital, LLC

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar / Attorney-in-fact
Date:	06/10/2026

Coliseum Capital Partners, L.P.

Signature:	by: Coliseum Capital, LLC, its General Partner, /s/ Chivonne Cassar
Name/Title:	Chivonne Cassar / Attorney-in-fact
Date:	06/10/2026

Adam Gray

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar / Attorney-in-fact
Date:	06/10/2026

Christopher Shackelton

Signature:	/s/ Chivonne Cassar
Name/Title:	Chivonne Cassar / Attorney-in-fact
Date:	06/10/2026

Comments accompanying signature:

Executed by Chivonne Cassar pursuant to a Power of Attorney which is incorporated herein by reference to Exhibit 24.1 to the Form 4 filed by Coliseum Capital Management, LLC on March 28, 2025.