[SCHEDULE 13G/A] Universal Technical Institute, Inc. SEC Filing

Rhea-AI Filing Summary

The Vanguard Group filed Amendment No. 2 to Schedule 13G disclosing a passive position in Universal Technical Institute (UTI) as of 30 Jun 2025.

• Beneficial ownership: 3,315,026 common shares.
• Represents 6.09 % of the outstanding class, exceeding the 5 % reporting threshold.
• Voting authority: 0 shares sole; 60,294 shares shared.
• Dispositive authority: 3,209,454 shares sole; 105,572 shares shared.
• Filer status: Investment Adviser (IA) filing under Rule 13d-1(b).

The firm certifies the stake is held in the ordinary course of business and not for the purpose of influencing control. The filing is signed by Ashley Grim, Head of Global Fund Administration, on 29 Jul 2025.

Positive

• 6.09 % institutional holding by Vanguard adds credibility and may improve liquidity.

Negative

• No sole voting power limits Vanguard’s ability to advocate for shareholder-friendly changes.

Insights

Financial Analyst

TL;DR: Vanguard’s 6.09 % passive stake adds reputable institutional ownership; limited governance influence keeps impact neutral.

Vanguard now reports 3.32 million UTI shares, or 6.09 % of the float. Because it declares no sole voting power and files on Schedule 13G, the position is passive. Large-cap managers like Vanguard often build such stakes through index and quantitative strategies, providing liquidity and signalling confidence in the issuer’s fundamentals. However, the absence of voting authority means Vanguard is unlikely to drive strategic change. From a valuation standpoint, the disclosure confirms an incremental institutional buyer but does not materially alter cash-flow, earnings, or control dynamics. Overall market impact should be modest and sentiment-supportive rather than transformative.

Portfolio Manager

TL;DR: Stake strengthens free-float stability; negligible activism risk.

Index funds’ passive accumulation tends to lower share-price volatility by anchoring a long-term shareholder base. Vanguard’s 6 % ownership provides that anchor while keeping the stock eligible for broader benchmark inclusion. Because Vanguard retains sole dispositive power over most shares, it could exit gradually, but historical behaviour shows low turnover. With only 60k shares under shared voting power, governance engagement will remain limited, reducing the probability of activist agitation. Net effect: slightly positive liquidity and investor perception; operational trajectory unchanged.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Universal Technical Institute Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

913915104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 913915104

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 60,294.00
7	Sole Dispositive Power 3,209,454.00
8	Shared Dispositive Power 105,572.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,315,026.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.09 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Universal Technical Institute Inc
(b)	Address of issuer's principal executive offices: 4225 East Windrose Drive, Suite 200, Phoenix, AZ, 85032
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 913915104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3315026
(b)	Percent of class: 6.09 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 60294
	(iii) Sole power to dispose or to direct the disposition of: 3209454
	(iv) Shared power to dispose or to direct the disposition of: 105572
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	07/29/2025

FAQ

How many UTI shares does Vanguard Group own?

Vanguard reports 3,315,026 common shares, equal to 6.09 % of the company.

Is Vanguard’s position in UTI passive or activist?

The Schedule 13G filing and zero sole voting power indicate a passive stake.

What authority does Vanguard have over UTI shares?

It has sole dispositive power over 3,209,454 shares but no sole voting power.

Why did Vanguard have to file this Schedule 13G/A?

SEC rules require holders of 5 % or more of a class to report; Vanguard’s stake is 6.09 %.

Does the filing signal any intent to influence UTI’s control?

The certification states the shares are held in the ordinary course and not to influence control.