Form 4: UTI Executive Reports RSU Acquisition and Tax Dispositions

Universal Technical Institute's EVP, Chief Academic Officer, Sherrell Smith, reported the acquisition of 7,435 restricted stock units and subsequent tax-related dispositions of 26,228 common shares.

Summary

• Sherrell Smith, EVP, Chief Academic Officer of Universal Technical Institute Inc. (UTI), reported transactions involving the company's common stock.
• On December 10, 2025, Smith acquired 7,435 restricted stock units (RSUs), which represent a contingent right to receive one share of common stock each.
• These newly acquired RSUs are scheduled to vest in three equal installments, commencing on December 15, 2026.
• On December 11, 2025, Smith disposed of a total of 26,228 shares of common stock at a price of $24.55 per share.
• These dispositions were made to satisfy tax-withholding obligations upon the settlement of performance-based restricted stock units granted on December 8, 2022 (19,129 shares), and upon the vesting of restricted stock units granted on December 8, 2022 (4,587 shares) and December 8, 2023 (2,512 shares).
• Following these transactions, Smith's direct beneficial ownership of common stock stands at 160,696 shares.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine and expected insider transaction related to executive compensation and tax obligations, not indicative of new positive or negative company performance or strategic shifts.

Positives

• The acquisition of 7,435 restricted stock units (RSUs) indicates continued equity compensation for a key executive, aligning management's interests with shareholder value over the long term.

Negatives

• The disposition of 26,228 shares of common stock for tax withholding purposes reduces the executive's direct beneficial ownership, although this is a standard practice upon RSU vesting.

Future Outlook

The newly acquired restricted stock units are scheduled to vest in three equal installments beginning on December 15, 2026, indicating future equity compensation for the executive.

Industry Context

This filing represents a routine insider transaction related to executive compensation and tax obligations, common across all industries for publicly traded companies that utilize equity-based incentives. It does not provide specific insights into broader industry trends for technical education or automotive/diesel training sectors.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation-related transactions. The executive's continued equity ownership aligns interests.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The 7,435 restricted stock units acquired on December 10, 2025, will begin vesting in three equal installments starting December 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations. It does not contain any new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and pre-planned, thus having no significant impact on the company's valuation or future prospects. Investors should continue to hold based on their existing fundamental analysis of Universal Technical Institute.

Keywords

Universal Technical Institute, UTI, Sherrell Smith, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Compensation, Tax Withholding, Equity Ownership, Corporate Governance, Rule 10b5-1