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UTI (NYSE: UTI) SVP reports performance RSU award and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNIVERSAL TECHNICAL INSTITUTE INC executive Tracy Kay Lorenz, SVP and UTI Division President, reported equity compensation and related tax withholding transactions in company stock. On May 25, 2026, Lorenz acquired 42,243 shares of common stock at $0.0000 per share as a grant or award.

Footnotes state these shares relate to a performance-based restricted stock unit award that was earned based on the company’s achievement of specified performance criteria. On May 27, 2026, the company withheld 18,720 shares and 3,353 shares at $40.06 per share to satisfy tax-withholding obligations upon settlement or vesting of restricted stock units granted on May 25, 2023.

These F-code entries are tax-withholding dispositions, not open-market sales. After the most recent reported transaction, Lorenz directly holds 65,445 shares of Universal Technical Institute common stock.

Positive

  • None.

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  • None.
Insider Lorenz Tracy Kay
Role SVP and UTI Division President
Type Security Shares Price Value
Tax Withholding Common Stock, $0.0001 par value 18,720 $40.06 $750K
Tax Withholding Common Stock, $0.0001 par value 3,353 $40.06 $134K
Grant/Award Common Stock, $0.0001 par value 42,243 $0.00 --
Holdings After Transaction: Common Stock, $0.0001 par value — 68,798 shares (Direct, null)
Footnotes (1)
  1. Shares underlying a performance-based restricted stock unit award that was earned on the basis of the issuer's achievement of certain performance vesting criteria (as stated in the agreement governing the award). Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on May 25, 2023. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on May 25, 2023.
RSU Award Shares 42,243 shares Performance-based restricted stock unit award earned on performance criteria
Tax Withholding Shares 18,720 shares Shares withheld for tax obligations on RSU settlement at $40.06
Additional Tax Withholding 3,353 shares Shares withheld for tax obligations on RSU vesting at $40.06
Tax Withholding Price $40.06 per share Price used for tax-withholding dispositions on May 27, 2026
Shares After Award 87,518 shares Total direct holdings after RSU grant on May 25, 2026
Shares After Latest Transaction 65,445 shares Direct holdings after latest tax-withholding disposition
Total Tax Withholding 22,073 shares Sum of tax-withholding shares in two F-code transactions
performance-based restricted stock unit award financial
"Shares underlying a performance-based restricted stock unit award that was earned on the basis of the issuer's achievement of certain performance vesting criteria"
A performance-based restricted stock unit award is a promise to give company shares to an employee or executive only if the business hits specific targets over a set period. Think of it as a conditional prize that vests like a savings plan: if agreed goals (such as revenue, profit, or stock performance) are met, the recipient receives the shares; if not, they get nothing. Investors pay attention because these awards align management incentives with company results and can affect share count, future earnings and executive behavior.
restricted stock units financial
"upon settlement of the performance-based restricted stock units granted on May 25, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding obligations financial
"Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units"
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Lorenz Tracy Kay
(Last)(First)(Middle)
4225 E. WINDROSE DRIVE, SUITE 200
(Street)
PHOENIX ARIZONA 85032
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and UTI Division President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.0001 par value05/25/2026A42,243(1)A$0.0087,518D
Common Stock, $0.0001 par value05/27/2026F18,720(2)D$40.0668,798D
Common Stock, $0.0001 par value05/27/2026F3,353(3)D$40.0665,445D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares underlying a performance-based restricted stock unit award that was earned on the basis of the issuer's achievement of certain performance vesting criteria (as stated in the agreement governing the award).
2. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on May 25, 2023.
3. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on May 25, 2023.
/s/ Christopher Kevane, Attorney-in-Fact for Tracy K. Lorenz05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did UTI executive Tracy Kay Lorenz report on this Form 4?

Tracy Kay Lorenz reported receiving a grant of 42,243 shares of Universal Technical Institute common stock and two tax-withholding dispositions totaling 22,073 shares. These events reflect equity compensation vesting and associated tax coverage rather than open-market purchases or sales.

Were the UTI Form 4 transactions by Tracy Kay Lorenz open-market stock sales?

No, the Form 4 shows F-code transactions, which are tax-withholding dispositions, not open-market sales. Shares were withheld by Universal Technical Institute to satisfy tax obligations when restricted stock units vested or settled, according to the filing’s footnotes.

How many UTI shares did Tracy Kay Lorenz acquire through equity awards in this filing?

The filing shows an acquisition of 42,243 shares of Universal Technical Institute common stock at $0.0000 per share. Footnotes explain these shares came from a performance-based restricted stock unit award that was earned after the company met specified performance vesting criteria.

What tax-withholding share amounts are disclosed for UTI executive Tracy Kay Lorenz?

The Form 4 discloses that 18,720 shares and 3,353 shares of Universal Technical Institute common stock were withheld at $40.06 per share. Footnotes state these shares were withheld by the issuer to cover tax-withholding obligations on vested or settled restricted stock units.

What is Tracy Kay Lorenz’s direct UTI share ownership after these Form 4 transactions?

After the most recent reported transaction, Tracy Kay Lorenz directly owns 65,445 shares of Universal Technical Institute common stock. This post-transaction figure appears in the Form 4 as the total shares following the latest tax-withholding disposition entry.

What type of equity award did UTI grant to Tracy Kay Lorenz in this Form 4?

The filing describes the shares as underlying a performance-based restricted stock unit award. According to the footnotes, the award was earned based on Universal Technical Institute achieving specified performance vesting criteria defined in the governing award agreement.