Form 4: Coliseum Capital Management Reports Significant Sale of Universal Technical Institute Shares

A group of insiders, including Coliseum Capital Management, LLC and its affiliates, reported the sale of 500,000 shares of Universal Technical Institute Inc. common stock for $35 per share, conducted under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Coliseum Capital Management, LLC, along with affiliated entities and individuals Christopher S. Shackelton and Adam Gray, reported a transaction involving Universal Technical Institute Inc. (UTI) common stock.
• On May 27, 2025, 500,000 shares of UTI common stock were disposed of at a price of $35 per share.
• The transaction was executed as a sale (S) and was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, the reporting persons beneficially own a total of 2,716,267 shares of Common Stock.
• Specifically, Coliseum Capital Partners, L.P. (CCP) holds 2,251,855 shares, and a separate account investment advisory client of Coliseum Capital Management, LLC (CCM) holds 464,412 shares.
• Christopher Shackelton is a director of Universal Technical Institute Inc., and CCM, Coliseum Capital, LLC (CC), CCP, and Adam Gray may be deemed directors by deputization for Section 16 purposes.

Sentiment

Score: 6

Explanation: The sale of shares by a significant insider group is generally viewed as a neutral to slightly negative signal, but the transaction being conducted under a Rule 10b5-1 plan mitigates concerns as it indicates a pre-scheduled sale not based on new material non-public information.

Positives

• The transaction was conducted under a Rule 10b5-1 plan, indicating it was a pre-scheduled sale and not based on new material non-public information, which mitigates concerns about the timing of the insider sale.

Negatives

• A significant insider sale of 500,000 shares by a 10% owner and director group could be perceived negatively by the market, despite being pre-planned.

Risks

• The sale of a substantial number of shares by a major insider group could potentially lead to negative market sentiment or increased selling pressure on the stock.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• Christopher Shackelton is a director of the Issuer.
• Coliseum Capital Management, LLC, Coliseum Capital, LLC, Coliseum Capital Partners, L.P., and Adam Gray may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Industry Context

This filing is specific to an insider transaction and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• The reported sale of 500,000 shares of Universal Technical Institute Inc. common stock by Coliseum Capital Management, LLC and its affiliates constitutes a related party transaction, as these entities and individuals are considered insiders (10% owners and directors/deputized directors).

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal regarding management's view of the company's valuation or future prospects, although the 10b5-1 plan mitigates the negative implications.

Key Dates

Keywords

Universal Technical Institute, UTI, SEC Form 4, Insider Trading, Stock Sale, Coliseum Capital Management, Beneficial Ownership, Rule 10b5-1, Director Transaction