DEF 14A of Universal Technical Institute Inc, Jan 20, 2026

DEF 14A of Universal Technical Institute Inc

Filed Jan 20, 2026 · FY20250001140361-26-001690

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board Structure

    Board Structure Our Board currently has ten (10) members, the majority of whom are “independent” in accordance with the published listing requirements of the New York Stock Exchange (the “NYSE”). Our Board is divided into three (3) classes, as set forth below:

  3. Board Structure

    | • | Class I: Robert T. DeVincenzi, Jerome A. Grant, and Shannon L. Okinaka; |

  4. Board Structure

    | • | Class II: George W. Brochick, Lieutenant General William J. Lennox, Jr., and Linda J. Srere; |

  5. Board Structure

    | • | Class III: Loretta L. Sanchez, Christopher S. Shackelton, Michael A. Slubowski, and Kenneth R. Trammell. |

  6. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Our Board, acting on the recommendation of the Nominating and Corporate Governance Committee of our Board (our “Nominating and Corporate Governance Committee”), has nominated Messrs. DeVincenzi and Grant and Ms. Okinaka for election as Class I Directors, each to serve a three-year term ending in 2029, or until the director’s successor is duly elected and qualified. It is intended that the votes represented by the proxies at the Annual Meeting will be cast for the election of Messrs. DeVincenzi, and Grant and Ms. Okinaka as Class I Directors. Director Nominees. The following table and text present information as of the date of this Proxy Statement concerning the nominees for election as Class I Directors, including in each case their current membership on committees of our Board, the year they were first elected or appointed as a director, their principal occupations or affiliations during the last five years, other directorships currently held or held during the past five years, and the experiences, qualifications, attributes or skills each of them brings to our Board. We believe that each of the director nominees possesses an ability, as demonstrated by recognized success in his or her field, to make meaningful contributions to our Board’s oversight of the business and affairs of UTI.

  7. Nominees for Election at the Annual Meeting

    | Robert T. DeVincenzi | | | Robert T. DeVincenzi has served as a director on the Board of Universal Technical Institute, Inc since April 2017, serving as Chairman of the Board since September 2017. Additionally, Mr. DeVincenzi has been a principal partner in Lupine Venture Group, a business advisory firm providing strategic consulting and corporate development advisory services since 2014. Mr. DeVincenzi served on the board of Lazydays Holdings Inc. from 2021 to November 2025, and during this period also served as Lead Independent Director and Interim CEO from January 2022 to August 2022. Mr. DeVincenzi also served as an Adjunct Professor of Entrepreneurship and Strategic Management at California State University, from 2014 until 2022. Mr. DeVincenzi also served as a director and earlier as President and CEO of Redflex Holding Limited, from 2012 to 2021. From 2008 to 2011, he was President and CEO of LaserCard Corporation. Prior to that, Mr. DeVincenzi was President and CEO at Inkra Networks Inc., and Ignis Optics Inc., both telecommunications companies, and has held senior executive sales, marketing and strategy positions at several technology and services companies. Mr. DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational Leadership, a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo and has completed Directors College at Stanford University. Mr. DeVincenzi brings to our Board significant business leadership and strategy development experience, as well as public company board expertise. Mr. DeVincenzi qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive business leadership and strategy development experience • Expertise in accounting and finance | Director Since: 2017 Age: 66 Committees: • Audit • Nominating and Corporate Governance • Strategic Opportunities Other Public Company Boards: • Lazydays Holdings Inc. (Nasdaq: LAZY) Independent: Yes |

  8. Nominees for Election at the Annual Meeting

    | Jerome A. Grant | | | Jerome A. Grant has served as our Chief Executive Officer and as a director on our Board since November 2019. Mr. Grant joined us as Executive Vice President and Chief Operating Officer in November 2017. Prior to joining us, Mr. Grant served as Senior Vice President, Chief Services Officer with McGraw-Hill Corporation, a learning science company, from June 2015 to April 2017. Before joining McGraw-Hill, Mr. Grant spent more than 14 years in executive leadership roles at Pearson Education, Inc., an educational publishing and services company, including President of Business and Technology, Chief Learning Officer, Vice President – Digital Products and Vice President – Technology Strategy. Mr. Grant received a Bachelor of Business Administration degree in Labor Relations and Marketing from the University of Wisconsin-Milwaukee. Specific Qualifications, Attributes, Skills and Experience: • Executive leadership experience in post-secondary education • Extensive digital strategy and marketing experience | Director Since: 2019 Age: 62 Committees: • None Other Public Company Boards: • None Independent: No |

  9. Nominees for Election at the Annual Meeting

    | Shannon L. Okinaka | | | Shannon L. Okinaka has served as director on our Board since March 2022. Ms. Okinaka served as Executive Vice President of Administration of the commercial airline company Hawaiian Airlines, Inc., a subsidiary of Alaska Air Group, from 2024 to March 2025, having previously served as Executive Vice President, Chief Financial Officer and Treasurer of Hawaiian Holdings, Inc. from 2015 to 2024, and Vice President – Controller of Hawaiian Airlines from 2011 to 2015. Ms. Okinaka joined Hawaiian Airlines as Senior Director in charge of Sarbanes-Oxley compliance and special projects. Prior to joining Hawaiian Airlines, Ms. Okinaka worked for Hawaiian Electric Company, and the accounting firm of Coopers & Lybrand/ PricewaterhouseCoopers. Ms. Okinaka was certified as a public accountant in the State of Hawaii. Ms. Okinaka also serves on the Board of Directors of Island Insurance Company, an insurance provider. Ms. Okinaka graduated from the Shidler College of Business at University of Hawaii at Mānoa, earning a Bachelor of Business Administration in Management Information Systems and Accounting. Ms. Okinaka qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Extensive experience in the aviation industry • Expertise in accounting and finance | Director Since: 2022 Age: 51 Committees: • Audit Other Public Company Boards: • None Independent: Yes |

  10. Nominees for Election at the Annual Meeting

    | Our Board recommends that you vote “FOR” the election of each of the director nominees named above |

  11. Continuing Directors

    Continuing Directors The terms of George W. Brochick, William J. Lennox Jr. and Linda J. Srere are scheduled to end in 2027, and the terms of Loretta L. Sanchez, Christopher S. Shackelton, Michael A. Slubowski, and Kenneth R. Trammell are scheduled to end in 2028.

  12. Continuing Directors

    | George W. Brochick | | | George W. Brochick has served as a director on our Board since March 2020. Mr. Brochick has served as Executive Vice President—Strategic Development at auto and commercial truck retailer Penske Automotive Group (NYSE: PAG) since July 2012 and has held various executive positions since joining the company in 1996. In addition to his current executive functions, Mr. Brochick held numerous dealership general manager positions throughout his automotive career. Previously, Mr. Brochick served as Vice President, Operations, for auto retailer Southwest Kenworth, Inc. from 1977 to 1984 and also held the position of Director, Marketing Services, for Euclid, Inc., a division of Daimler-Benz, A.G. Mr. Brochick formerly served as a Board Member of the Duke University Board of Visitors and has served on the Board of Directors of the American International Automobile Dealers Association. Specific Qualifications, Attributes, Skills and Experience: • Extensive operational experience in the automotive industry • Relationships throughout the transportation industry • Expertise in accounting and finance | Director Since: 2020 Age: 76 Committees: • Audit • Government Affairs and Public Policy • Nominating and Corporate Governance Other Public Company Boards: • None Independent: Yes |

  13. Continuing Directors

    | Lieutenant General William J. Lennox, Jr. | | | Lieutenant General William J. Lennox, Jr. (USA Ret.) has served as a director on our Board since January 2014. General Lennox has served as Chief Executive Officer of Lennox Strategies, LLC, a consulting company and personal business venture, since 2012. General Lennox served as President of Saint Leo University, a private university, from July 2015 to June 2018. From 2006 to 2012, General Lennox served as Senior Vice President, Washington, D.C., for Goodrich Corporation, a Fortune 500 aerospace firm. Prior to his position at Goodrich Corporation, General Lennox served approximately 35 years in the United States Army, culminating as Superintendent of the United States Military Academy at West Point. General Lennox formerly served on the Board of Directors of Ignite Fueling Innovation, Inc., a veteran owned and operated systems and software engineering company. General Lennox received a Bachelor of Arts degree concentrating in International Affairs from the United States Military Academy at West Point, as well as a Master of Arts degree and Ph.D. in Literature from Princeton University. Specific Qualifications, Attributes, Skills and Experience: • Service as a leader of higher learning institutions • Experience managing relationships between the private sector and the government • Exceptional military career | Director Since: 2014 Age: 75 Committees: • Compensation • Government Affairs and Public Policy Other Public Company Boards: • None Independent: Yes |

  14. Continuing Directors

    | Loretta L. Sanchez | | | Loretta L. Sanchez has served as a director on our Board since May 2021. Ms. Sanchez served in Congress from 1997 to 2017 as a Democrat from California’s 46th Congressional District, representing Orange County. One of her key priorities was ensuring access to all types of higher education, including career and technical skills training. While in Congress, Ms. Sanchez served on the Education and Labor Committee, Armed Services Committee, and as a ranking member of the Homeland Security Committee Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies. Ms. Sanchez is currently Managing Director of Nine Buns, LLC, based in Florida. Previously, she served as Chief Executive Officer of Datamatica LLC from December 2018 until June 2025. Ms. Sanchez received a Bachelor of Science degree in Business Administration with a concentration in Economics from Chapman University and a Master of Business Administration degree from American University in Washington, DC. Ms. Sanchez is currently a public member of the Board of Directors of Career Education Colleges and Universities, a national association representing the proprietary sector of higher education, and also is a Trustee at Chapman University in Orange, California. Specific Qualifications, Attributes, Skills and Experience: • Extensive political experience and expertise • Experience in education | Director Since: 2021 Age: 64 Committees: • Government Affairs and Public Policy Other Public Company Boards: • None Independent: Yes |

  15. Continuing Directors

    | Christopher S. Shackelton | | | Christopher S. Shackelton has served as a director on our Board since June 2016. From June 2016 until December 2023, Mr. Shackleton served as the designee to our Board of the holders of our outstanding Series A Preferred Stock (as further described below). Following the full conversion of the Series A Preferred Stock to common stock in December 2023, the Board appointed Mr. Shackleton as a Class III director. Mr. Shackelton is Co-founder and Managing Partner of Coliseum Capital Management, LLC, a multi-strategy investment firm. Previously, he was Chairman of the Board of ModivCare Inc. (formerly Providence Service Corp.), a home health care company, from November 2012 to December 2024, Chairman of Rural/Metro Corp, an emergency medical services company, from December 2010 to June 2011, Chairman of Medalogix LLC, a home health care service, from August 2014 to May 2021 and Chairman of Lazydays Holdings, Inc., a recreational vehicle retailer, from December 2021 to June 2024 (and as a director since March 2018). He has also served on the boards of Interstate Hotels & Resorts, Inc., a global hotel management company, from February 2009 through March 2010, Advanced Emissions Solutions, Inc., a producer of activated carbon and other environmentally efficient carbon products for use in purification and sustainable materials, from July 2014 to June 2016, LHC Group, Inc., a provider of healthcare solutions, from November 2012 to August 2017, BioScrip, Inc., a provider of healthcare solutions, from March 2015 to August 2019, and Gildan Activewear Inc., a manufacturer of branded clothing, from December 2023 to May 2024. Prior to these positions, he worked at Watershed Asset Management and Morgan Stanley & Co., both financial institutions. Mr. Shackelton received a bachelor’s degree in economics from Yale University. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive strategic transformation and capital allocation experience | Director Since: 2016 Age: 46 Committees: • None Other Public Company Boards: • ModivCare Inc. (Nasdaq: MODV) Independent: Yes |

  16. Continuing Directors

    | Michael A. Slubowski | | | Michael A. Slubowski has served as a director on our Board since March 2023. Mr. Slubowski is the President, Chief Executive Officer, and Board Member of Trinity Health, a national health system that includes 29,000 affiliated physicians and 127,000 employees. During his 40 years as a healthcare executive, Mr. Slubowski has served as President and CEO of Sisters of Charity of Leavenworth Health System, a nonprofit healthcare organization, as President of Health Networks for Trinity Health before its 2013 merger with Catholic Health East, and in executive leadership positions at health systems including Henry Ford Health System in Detroit, Michigan; Samaritan Health Services in Phoenix, Arizona; and Providence Hospital in Southfield, Michigan. Mr. Slubowski earned his bachelor’s degree in business administration and his master’s degree in business administration from Wayne State University in Detroit, Michigan. He completed healthcare leadership training through an Advanced Leadership Institute conducted by the University of Michigan School of Business and sponsored by the National Center for Healthcare Leadership. He also holds fellowships in the American College of Healthcare Executives and the American College of Medical Practice Executives. Specific Qualifications, Attributes, Skills and Experience: • Extensive finance and strategy experience • Expertise in clinical care delivery models, healthcare administration and operations | Director Since: 2023 Age: 71 Committees: • Compensation Other Public Company Boards: • None Independent: Yes |

  17. Continuing Directors

    | Linda J. Srere | | | Linda J. Srere, has served as a director on our Board since February 2005. Ms. Srere is a marketing and advertising consultant. From January 2000 to November 2001, she served as President of Young & Rubicam Advertising, a worldwide advertising network. From September 1998 to January 2000, Ms. Srere served as Vice Chairman and Chief Client Officer of Young & Rubicam Inc. (“Y&R”), a global marketing communications company. From January 1997 to September 1998, she served as President and CEO of Y&R’s New York office. Ms. Srere joined Y&R in September 1994 as Executive Vice President and Director of Business Development. Ms. Srere served as the Chairman of advertising agency Earle Palmer Brown New York from 1992 to 1994, and served as President of advertising agency Rosenfeld, Sirowitz, Humphrey & Strauss from 1990 to 1992. For 11 years, until July 2012, Ms. Srere was a director of video game publisher Electronic Arts Inc. (Nasdaq: EA). During her tenure, she served on its Compensation, Nominating, and Governance committees. Ms. Srere also served as a director of aQuantive, Inc., which was sold to Microsoft in 2007 and previously served on the Advisory Board of SOS Method, a meditation technology platform. She currently sits on the Investor and Executive Council of DCubed Group, a private market investment firm. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company board of directors • Extensive Investment Experience • Expertise in marketing | Director Since: 2005 Age: 70 Committees: • Compensation • Nominating and Corporate Governance • Strategic Opportunities Other Public Company Boards: • None Independent: Yes |

  18. Continuing Directors

    | Kenneth R. Trammell | | | Kenneth R. Trammell has served as a director on our Board since June 2011. From May 2020 until the sale of the company in March 2021, Mr. Trammell was a director of Red Lion Hotels Corp, an owner and franchiser of hotels. During that time, he served as chair of the Audit Committee and as a member of the Nominating and Governance Committee. Mr. Trammell served as an Executive Vice President of Tenneco Inc., a publicly traded manufacturer of vehicle components and systems, from January 2006 until his retirement in December 2018, as the Chief Financial Officer from September 2003 until June 2018, and as Controller from 1997 through 2003. He also returned to Tenneco as Interim Chief Financial Officer from April 2020 to September 2020. Prior to joining Tenneco in 1996, Mr. Trammell spent 12 years with the international public accounting firm of Arthur Andersen LLP. Mr. Trammell received a Bachelor of Business Administration degree in Accounting from the University of Houston. Mr. Trammell has significant business experience in the original equipment and aftermarket automotive parts industry for more than 20 years. Mr. Trammell qualifies as an “audit committee financial expert” under SEC guidelines. Specific Qualifications, Attributes, Skills and Experience: • Service as a member of public company boards of directors • Extensive capital markets and operational experience • Expertise in accounting and finance | Director Since: 2011 Age: 65 Committees: • Audit • Strategic Opportunities Other Public Company Boards: • None Independent: Yes |

  19. Director Qualifications and Review of Director Nominees

    Director Qualifications and Review of Director Nominees Our Nominating and Corporate Governance Committee makes recommendations to our Board regarding the size and composition of our Board. Our Nominating and Corporate Governance Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, measures to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, and expertise required for our Board, as a whole, and contains at least the minimum number of independent directors required by the NYSE and other applicable laws and regulations. Our Nominating and Corporate Governance Committee is responsible for ensuring the composition of our Board accurately reflects the needs of our business and, in accordance with the foregoing, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. In fulfilling its functions, our Nominating and Corporate Governance Committee seeks to identify Board candidates that represent a range of view, backgrounds, leadership role and business experiences. It also considers the extent to which a candidate would fill a present need on our Board. In selecting director nominees, our Board seeks to monitor the mix of specific experiences, qualifications, and skills of its members in order to assure that our Board, as a whole, has the necessary tools to perform its oversight function effectively in light of UTI’s business and structure, as highlighted in the following director qualifications matrix. To fulfill its responsibility to recruit and recommend to the full Board nominees for election as directors, our Nominating and Corporate Governance Committee reviews the composition of our Board to determine the qualifications and areas of expertise needed to further enhance the composition of our Board and works to attract candidates with those qualifications. In evaluating a director candidate, our Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, and integrity of each candidate; the potential contribution of each candidate to the overall mix of backgrounds, experience, and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a director; and any other criteria established by our Board and any core competencies or technical expertise necessary to staff committees of our Board. Director candidates must have a background and experience in areas important to our operations, such as business, education, healthcare, marketing, finance, government, or law, and should be individuals of high integrity and independence with substantial accomplishments. Our Nominating and Corporate Governance Committee does not assign specific weights to any particular criteria. Rather, our Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. In connection with each director nomination recommendation, our Nominating and Corporate Governance Committee considers the issue of continuing director tenure and whether our Board will be exposed to new ideas and viewpoints and will maintain willingness to critically examine the status quo. In connection with director nominations, our Nominating and Corporate Governance Committee also considers each nominee’s ability to (i) assist with our business strategy, (ii) oversee our efforts in complying with the disclosure requirements of the SEC and the NYSE, (iii) assist in improving our internal controls and disclosure controls, and (iv) oversee our corporate governance and leadership structure. Our Nominating and Corporate Governance Committee will consider nominees recommended by stockholders for election to our Board, provided the names of such nominees, accompanied by relevant biographical information, are submitted in accordance with our Bylaws. Pursuant to our Bylaws, a stockholder may nominate a person for election to our Board by making timely notice in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed to and received by our Secretary at the principal executive offices of the Company at 4225 E. Windrose Drive, Suite 200, Phoenix, Arizona 85032, not less than 90 days nor more than 120 days in advance of the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that (i) no annual meeting was held in the previous year, or (ii) the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, or (iii) in the event of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. To be in proper written form, such stockholder’s notice to our Secretary shall set forth in writing (a) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as director if elected, as well as (i) such person’s name, age, business address, and residence address, (ii) his or her principal occupation or employment, (iii) the class and number of shares of the Company that are beneficially owned by such person, (iv) a statement as to whether such person, if elected, intends to tender, promptly following such person’s failure to receive the required vote for re-election at the next meeting which such person would face re-election, an irrevocable resignation effective upon acceptance of such resignation by our Board, in accordance with our Corporate Governance Guidelines, and (v) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and (b) as to such stockholder (i) the name and address, as they appear on the Company’s books, of such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (ii) the class and number of shares of the Company which are beneficially owned by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, and any material interest of such stockholder and owner, and (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice to our Secretary by, or on behalf of, the stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of the stockholder or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that the stockholder will notify us in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting.

  20. Compensation of Non-Management Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | George W. Brochick | 72,000 | 125,000 | — | 197,000 | | Loretta L. Sanchez | 58,000 | 125,000 | — | 183,000 | | Robert T. DeVincenzi | 189,000 | 125,000 | — | 314,000 | | LTG (R) William J. Lennox, Jr. | 81,000 | 125,000 | — | 206,000 | | Shannon L. Okinaka | 58,000 | 125,000 | — | 183,000 | | Christopher S. Shackelton(2) | 50,000 | — | 125,000 | 175,000 | | Linda J. Srere | 83,000 | 125,000 | — | 208,000 | | Kenneth R. Trammell | 90,000 | 125,000 | — | 215,000 | | Michael Slubowski | 65,000 | 125,000 | — | 185,500 |

  21. Key Elements of 2025 Compensation

    | | 2025 | | | Compensation Element | Form | Compensation Committee Decisions | | Base Salary | Cash | Messrs. Grant, Hitchcock, and Kevane and Ms. Kline received base salary increases for fiscal 2025. | | Annual Incentive Awards | Cash | Based on performance results, our Compensation Committee approved and paid annual cash incentive awards for fiscal 2025 equal to 121% of target. | | Long-Term Incentive Compensation | Equity | Our Compensation Committee granted the standard long-term incentive awards (“FY 2025 grants”) consisting of 50% performance-based units (“PSUs”) and 50% time-based restricted stock units (“RSUs”) in December 2024. |

  22. CEO Compensation at a Glance

    | • | Provided for eligibility to earn annual cash incentive awards based on the achievement of specific performance goals for the fiscal year under our 2025 Management Incentive Plan; and |

  23. CEO Compensation at a Glance

    | • | Reinforced the alignment of our CEO’s interests with those of our stockholders by linking his long-term incentive compensation opportunity to the creation of stockholder value through the grant of long-term incentive awards using a mix of time-based RSUs and performance-based PSUs. For further details on our long-term incentive plan, see “Compensation Elements—Long-Term Compensation” below. |

  24. 2025 Executive Compensation Policies and Practices

    | What We Do | | How We Do It | | We Place a Heavy Emphasis on Variable (“at-risk”) Compensation | | We have a substantial majority of executive pay at risk, based on a mix of financial and stock price performance. | | We Place a Cap on Annual Cash Incentive Award Compensation | | Our annual cash incentive plan provides for a maximum bonus opportunity for achieving superior results of 150% of each individual’s target bonus opportunity, while failure to achieve threshold performance levels on bonus metrics results in a bonus opportunity of 0%. | | We Impose a “Clawback Policy” | | We have adopted a clawback policy in compliance with the New York Stock Exchange’s listing rules under which we can recover incentive compensation paid to covered individuals in cases where we have to prepare an accounting restatement or correct a financial metric and where the covered individuals received the payment of incentive compensation greater than what should have been paid based on the restated financial results or corrected metric. | | We Compel Stock Ownership | | Each of our executives is expected to own shares of our common stock with a value ranging from two to four times such executive’s base salary, depending on position. | | We Utilize an Independent Compensation Consulting Firm | | The Compensation Committee utilizes Pearl Meyer, an independent compensation consulting firm, to assist the Committee in determining NEO compensation. | | We Conduct Annual Risk Assessments | | Our Board oversees our risk management function and ensures that management develops sound business strategies. Our Board’s close involvement in setting our business strategy and objectives is integral to its assessment of ongoing business risks, and determinations of appropriate levels of risk and how to effectively manage such risk. | | We Don’t Offer Significant Perquisites | | We provide limited perquisites to certain of our executive officers, including our NEOs, including Company-paid premiums for life and disability |

  25. 2025 Executive Compensation Policies and Practices

    | What We Do | | How We Do It | | | | insurance, a supplemental executive disability benefit, accidental death and dismemberment coverage, executive physicals and additional term- life insurance. Our Compensation Committee believes that the perquisites levels provided to our executive officers are less than those provided by comparable companies. | | We Don’t Offer “Single Trigger” Change-in-Control Cash Payments | | For those NEOs who have employment agreements, the agreements provide that in the case of a “change of control” the NEO only receives severance payments in connection with a termination of their employment. | | We Don’t Provide Tax Gross-Ups | | We do not provide our NEOs with tax gross-up payments in connection with a change of control. | | We Don’t Permit Hedging | | We prohibit our directors and employees, including our NEOs, from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions with respect to our stock, such as zero-cost collars, equity swaps, exchange funds, and forward sale contracts, that allow a holder to limit or eliminate the risk of a decrease in the value of our securities. | | We Don’t Offer Special Retirement Plans Exclusively for Executive Officers | | We maintain a defined contribution plan, intended to qualify under Section 401(k) of the Code, which is generally available to all employees, including NEOs, to assist them in saving for retirement. |

  26. Key Elements of Compensation

    | BASE SALARY | ANNUAL CASH INCENTIVE AWARD | LONG-TERM INCENTIVE AWARD | | PURPOSE | PURPOSE | PURPOSE | | Provides a competitive rate relative to comparable positions at similar organizations and enables us to attract and retain critical executive talent. | Rewards individuals for performance if they attain pre-established financial and strategic targets that are set by our Compensation Committee at the beginning of the year. | Promotes a balanced focus on driving performance, retaining talent, and aligning the interests of our executives with those of our stockholders. |

  27. Decision-Making Process Regarding Executive Compensation

    Decision-Making Process Regarding Executive Compensation Role of Compensation Committee. Our Compensation Committee is responsible for overseeing the design and operation of our executive compensation program. In fulfilling this responsibility, our Compensation Committee formulates recommendations for the target total direct compensation, and each individual element of compensation, for our executive officers, including our NEOs, for our Board’s consideration and approval. In developing these recommendations, our Compensation Committee evaluates our financial and operational performance and conducts a performance review of our CEO, taking into consideration our short-term and long-term goals and objectives. Our Compensation Committee also considers the annual performance reviews of our other executive officers, as conducted by our CEO, as a significant factor in developing the compensation recommendations for these individuals. With the assistance of a compensation consultant, our Compensation Committee also conducts an annual assessment of the competitiveness of our executive compensation program, including a review of the compensation mix to ensure appropriate pay leverage is maintained in the overall compensation package and in equity-based incentives that emphasize the creation of long-term stockholder value. In the Fall of 2024, our Compensation Committee conducted its annual review of compensation for fiscal 2025, examining the base salary, annual cash incentive award opportunity and long-term incentive compensation opportunity of each executive officer, including each NEO. Role of Executive Officers. Our CEO makes recommendations to our Compensation Committee as to the base salaries, target annual cash incentive award opportunities and long-term incentive compensation opportunities of our executive officers, including our other NEOs. These recommendations are based on an analysis of relevant market data (derived from a review of peer company and survey data), as well as our CEO’s evaluation of each executive officer’s performance. Role of Compensation Consultants. Our Compensation Committee engaged Pearl Meyer, its independent compensation consultant, during fiscal 2025, to assist it in fulfilling its responsibilities and duties. Pearl Meyer was engaged to provide advisory services, including a periodic review of our executive compensation philosophy; executive compensation levels and “pay-for-performance” linkage; executive cash and broad-based equity incentive program design; executive officer employment and other agreements; director remuneration; regulatory and proxy advisory updates regarding compensation matters; review of our proxy statement; and other ad hoc support. Pearl Meyer serves at the direction of, and reports directly to, our Compensation Committee. A representative of Pearl Meyer attends all Compensation Committee meetings. Pearl Meyer does not perform any other services for us unless directed to do so by our Compensation Committee. Other than the work described above, there are no other material relationships between Pearl Meyer and us, our executive officers or members of our Board. Our Compensation Committee has analyzed whether the work performed by Pearl Meyer as a compensation consultant has raised any conflicts of interest, taking into consideration the factors as set forth in the listing standards of the NYSE. Based upon its analysis, our Compensation Committee has determined that the work performed by Pearl Meyer has not created any conflicts of interest. The Role of Competitive Positioning. To evaluate the competitiveness of our executive compensation program, our Compensation Committee generally compares each compensation element, as well as the total direct compensation of our executive officers, including our NEOs, against the compensation practices of a group of peer companies. In selecting the peer group companies, our Compensation Committee focuses on companies that operate in the education services industry, or other education-related or counter-cyclical industries, headquartered in the United States and traded on a major U.S. stock exchange and that have revenue, market capitalization, assets and headcount within a reasonable range of UTI. The 2025 current compensation peer group consists of the following companies:

  28. Decision-Making Process Regarding Executive Compensation

    | Compensation Peer Group | | | Adtalem Global Education, Inc. | Laureate Education, Inc. | | American Public Education, Inc. | Lincoln Educational Services Corp. | | Chegg, Inc. | Perdoceo Education Corp. | | Coursera, Inc. | Strategic Education, Inc. | | Grand Canyon Education, Inc.(1) | Udemy, Inc. |

  29. Decision-Making Process Regarding Executive Compensation

    | (1) The current peer group was updated from the prior peer group to include Grand Canyon Education, Inc. as a relevant comparator. |

  30. Decision-Making Process Regarding Executive Compensation

    In addition to compensation peer group data, we also review compensation plan designs of other education services companies and compile and analyze job-specific compensation survey data prepared from general industry organizations for companies with similar revenue levels. For fiscal 2025, the compensation surveys included Equilar, Pay Factors, Pearl Meyer and Willis Towers Watson survey databases. The data drawn from these surveys is combined with the data derived from the companies in the compensation peer group to create a set of composite comparison data (the “Competitive Market Data”). Our Compensation Committee and the independent members of our Board use the Competitive Market Data as a guide when making decisions about target total direct compensation, as well as individual elements of compensation, for our executive officers, including our NEOs. Generally, using the data from the 50th percentile of target total direct compensation as a reference point, our Compensation Committee formulates recommendations for each individual element of compensation for each executive officer. We compare the positioning of our employee benefits annually using national healthcare surveys. Retirement benefits are evaluated annually against general industry standards, using data from our plan administrators (Fidelity and Newport Group). Typically, we target the median of this data to maintain competitive levels with respect to each of our employee benefits programs.

  31. 2025 Annual Management Incentive Plan (“MIP”) Design

    2025 Annual Management Incentive Plan (“MIP”) Design Our annual cash incentive compensation supports our Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the MIP, executives are eligible for cash incentive awards based on our attainment of performance goals established by our Compensation Committee and our Board as part of our annual operating and strategic planning process. For fiscal 2025, the MIP was designed to provide eligible participants, including our NEOs, target cash incentive payouts, contingent on expected individual performance, if we achieved targeted goals. The MIP provides that a maximum annual cash incentive opportunity of 150% of everyone’s target could be achieved for achieving superior results, with a minimum annual cash incentive opportunity of 25% at threshold and 0% for achievement below the threshold performance level. Final payout results will factor in these aforementioned performance results and our actual fiscal year earnings.

  32. Target Cash Incentive Award Opportunities under the MIP

    Target Cash Incentive Award Opportunities under the MIP When establishing the target annual cash incentive award opportunities for our NEOs for fiscal 2025, our Compensation Committee considered (i) the desired target total cash compensation opportunity and target total direct compensation opportunity that it believed were reasonable and appropriate for each executive officer, (ii) each executive officer’s prior annual cash incentive awards, (iii) our current business environment, (iv) the Competitive Market Data, and (v) each executive officer’s past performance, anticipated future contributions, role, responsibilities, skills and experience. Based on the foregoing analysis, our Compensation Committee recommended, and the independent members of our Board approved, the following target annual cash incentive award opportunities for our NEOs for fiscal 2025.

  33. Target Cash Incentive Award Opportunities under the MIP

    | Name | 2024 Target Annual Cash Incentive Opportunity (% of Salary) | 2025 Target Annual Cash Incentive Opportunity (% of Salary) | | Jerome Grant | 100% | 100% | | Bruce Schuman | — | 65% | | Sherrell Smith | 65% | 65% | | Todd Hitchcock | 65% | 65% | | Christopher Kevane | 65% | 65% | | Christine C. Kline(1) | 45% | 59.3% | | Troy R. Anderson(2) | 65% | N/A |

  34. Target Cash Incentive Award Opportunities under the MIP

    | (1) Kline’s 2025 target temporarily increased from 50% to 65% from September 2024 through March 2025 to reflect her service as interim Chief Financial Officer. As a result of her 6 months of increased compensation and target value, Ms. Kline received a blended average of approximately 59.3% target annual cash incentive opportunity. |

  35. Target Cash Incentive Award Opportunities under the MIP

    | (2) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024. |

  36. Target Cash Incentive Award Opportunities under the MIP

    | Name | 2025 Base Salary | 2025 Target Annual Cash Incentive Opportunity (% of Base Salary) | | 2025 Target Annual Cash Incentive Opportunity ($ Target) | | Jerome Grant | $750,000x | 100% | = | $750,000 | | Bruce Schuman | $475,000x | 65% | = | $308,750 | | Sherrell Smith | $408,000x | 65% | = | $265,200 | | Todd Hitchcock | $500,000x | 65% | = | $325,000 | | Christopher Kevane | $430,000x | 65% | = | $279,500 | | Christine C. Kline(1) | $280,000x | 59.3% | = | $217,750 | | Troy R. Anderson(2) | $450,000x | N/A | = | N/A |

  37. Target Cash Incentive Award Opportunities under the MIP

    | (1) Ms. Kline’s 2025 target annual cash incentive opportunity was calculated on Ms. Kline’s actual earnings for 2025, which includes the $15,000 per month that Ms. Kline received for her service as the interim Chief Financial Officer in addition to her $280,000 base salary. Ms. Kline’s 2025 target temporarily increased from 50% to 65% from September 2024 through March 2025 to reflect her service as interim Chief Financial Officer. As a result of her 6 months of increased compensation and target value, Ms. Kline received a blended average of approximately 59.3% target annual cash incentive opportunity. |

  38. Target Cash Incentive Award Opportunities under the MIP

    | (2) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and was not eligible for an annual incentive for fiscal year 2025. |

  39. Corporate Performance Measures

    Corporate Performance Measures The annual cash incentive awards of our NEOs were based on our financial performance as measured by our “Post-Bonus Adjusted EBITDA” achieved during fiscal 2025. We define “Post-Bonus Adjusted EBITDA” as our Adjusted EBITDA for the year ended September 30, 2025, less the bonus expense recorded in both educational services and facilities and selling, general and administrative expenses during the year ended September 30, 2025. For 2025, we defined Adjusted EBITDA for purposes of calculating the annual cash incentive awards in a manner consistent with the definition we use when reporting our financial results. See Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on November 19, 2025. Post-Bonus Adjusted EBITDA may be further adjusted by our Compensation Committee, in its discretion, for final budget modifications, acquisitions and divestitures, unplanned restructuring costs, regulatory and accounting changes, and unusual or extraordinary events which result in a significant impact to the goals. Our Compensation Committee recommended, and the independent members of our Board selected, Post-Bonus Adjusted EBITDA as the performance measure for the annual cash incentive awards because it believed that it effectively captured our need to reward performance and contain costs during fiscal 2025. The fiscal 2025 goals are captured in the table below, with payout calculations determined by interpolation between Threshold, Target and Maximum:

  40. Corporate Performance Measures

    | Goals | Payout Percentage | 2025 Post-Bonus Adjusted EBITDA ($K) | | Threshold | 25% | $115,620 | | Target | 100% | $123,000 | | Maximum | 150% | $127,920 |

  41. Actual Annual Cash Incentive Awards

    Actual Annual Cash Incentive Awards For the year ended September 30, 2025, we achieved actual Post-Bonus Adjusted EBITDA of $126.5 million. In addition, all NEOs met their expected individual performance goals. Accordingly, our Compensation Committee awarded annual cash incentive awards to our NEOs equal to 121% of target to our NEOs. The amounts of these bonuses earned by our NEOs are shown in the table below and reflected in “Executive Compensation—Fiscal 2025 Summary Compensation Table”.

  42. Actual Annual Cash Incentive Awards

    | Name | FY2025 Actual Earnings(1) | 2025 Target Annual Cash Incentive Opportunity (% of Base Salary) | % of Target Achieved | | 2025 Target Actual Annual Cash Achieved | | Jerome Grant | $723,077x | 100%x | 121% | = | $874,923 | | Bruce Schuman(2) | $475,000x | 65%x | 121% | = | $373,588 | | Sherrell Smith | $408,000x | 65%x | 121% | = | $320,892 | | Todd A. Hitchcock | $473,077x | 65%x | 121% | = | $372,075 | | Christopher Kevane | $421,923x | 65%x | 121% | = | $331,843 | | Christine Kline(3) | $367,308x | 59.3%x | 121% | = | $263,477 | | Troy R. Anderson(4) | $25,962x | N/Ax | N/A | = | $0 |

  43. Actual Annual Cash Incentive Awards

    | (1) Figures reflect actual fiscal 2025 earnings based upon proration of pay by month factoring in target compensation increases effective in January 2025. |

  44. Actual Annual Cash Incentive Awards

    | (2) Mr. Schuman started with the company on March 17, 2025. Pursuant to the terms of his offer letter, his fiscal 2025 annual cash incentive would be based upon his full year salary. |

  45. Actual Annual Cash Incentive Awards

    | (3) Due to Ms. Kline’s service as interim Chief Financial Officer from September 2024 through March 2025, her annual cash incentive target for the first half of the year was 65%, while her second half target was set at 50%. The resulting blended target was approximately 59.3%. |

  46. Actual Annual Cash Incentive Awards

    | (4) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and was not eligible to receive a cash incentive for fiscal year 2025. |

  47. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our NEOs with those of our stockholders. Awards are expressed in dollars and anticipated to be granted annually. For fiscal 2025, the annual long-term incentive compensation awards included a mix of 50% time-based RSUs units and 50% performance-based PSUs. The PSU awards are “at-risk” performance-based compensation that encourages and rewards long-term performance based on a three-year performance period. The PSUs vest in part based on achieving stated revenue targets in the final year of the performance period weighted at 60% and in part based on achieving stated Adjusted EBITDA targets in the final year of the performance period weighted at 40%. We define Adjusted EBITDA for purposes of calculating the achievement of the Adjusted EBITDA metric of the PSUs in a manner consistent with the definition we use when reporting our financial results. See Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on November 19, 2025. In addition, the number of shares underlying the PSUs for the fiscal 2023 awards earned were subject to a modifier based on a compound annual total shareholder return (“TSR”) of our stock (the “TSR Modifier”). TSR is calculated as the compounded annual growth rate, expressed as a percentage (rounded to the nearest tenth of a percent), in the value per share of common stock during the performance period due to the appreciation in the price per share of common stock and dividends (excluding preferred stock dividends) paid to a stockholder of record with respect to one share of common stock during the performance period, assuming dividends, if any, are reinvested on the ex-dividend date during the performance period. For purposes of this calculation, the change in the price of the Company’s common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. To the extent actual performance falls between two performance goal levels, linear interpolation is applied. The RSU awards are also “at-risk” due to the potential fluctuation in the value of the underlying shares of stock, and vest annually in three equal installments, subject to continued service through the applicable vesting dates. In determining the size of these awards, our Compensation Committee considers our current business environment and current fiscal concerns as well as the compensation philosophy toward alignment of our NEOs with our stockholders’ interests. Equity award levels vary among participants based on their positions within Corporate and our divisions. In December 2022, our Compensation Committee recommended and unanimously approved the “FY 2023 Grants” which included both RSU and PSU awards. When making the 2023 PSU grants, the Compensation Committee elected to use revenue and Adjusted EBTIDA as the relevant financial metrics, with Adjusted EBITDA replacing the operating income metric that had been used in prior PSU grants. The FY 2023 Grants included a mix of 50% RSUs and 50% PSUs. Additionally, NEOs and other members of senior management who received a PSU grant in fiscal 2020 received a final replacement grant of RSUs in fiscal 2023 (the “2023 Special Grants”). The RSUs vest annually in three equal installments, subject to continued service through the applicable vesting dates, with the final annual tranche of the 2023 RSUs vesting in December 2025. The fiscal 2023 PSU awards were based on a three-year financial performance period ending on September 30, 2025, with the number of units earned to be based on achieving stated revenue and Adjusted EBITDA targets, weighted at 60% and 40% respectively, during the fiscal year ended September 30, 2025. In addition, the number of units that may be earned pursuant to achievement of the financial metrics was subject to a TSR Modifier. The maximum number of shares underlying the 2023 PSUs that could be earned with respect to the FY 2023 Grants was 187.5% of the target award. The number of shares underlying the 2023 PSU awards and the target award values were as follows:

  48. Long-Term Incentive Compensation

    | Name(1) | Number of Shares of Common Stock Underlying PSU Award | Target Award Value | | Jerome Grant | 104,457 | $750,000 | | Sherrell Smith | 24,373 | $175,000 | | Todd Hitchcock | 20,891 | $150,000 | | Christopher Kevane | 20,891 | $150,000 | | Christine C. Kline | 3,134 | $22,500 | | Troy R. Anderson(2) | 45,265 | $325,000 |

  49. Long-Term Incentive Compensation

    | (1) Mr. Schuman did not receive a grant in Fiscal Year 2023 as he was not employed by the Company until March 17, 2025. |

  50. Long-Term Incentive Compensation

    | (2) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  51. Long-Term Incentive Compensation

    The number of shares underlying the 2023 RSU awards and the 2023 Special Grants and the target award values were as follows:

  52. Long-Term Incentive Compensation

    | Name(1) | Number of Shares of Common Stock Underlying RSU Award | Target Award Value | | Jerome Grant | 139,523 | $1,001,772 | | Sherrell Smith | 32,490 | $233,281 | | Todd Hitchcock | 26,087 | $187,302 | | Christopher Kevane | 25,381 | $182,232 | | Christine C. Kline | 4,162 | $29,886 | | Troy R. Anderson(2) | 59,064 | $325,000 |

  53. Long-Term Incentive Compensation

    | (1) Mr. Schuman did not receive a grant in Fiscal Year 2023 as he was not employed by the Company until March 17, 2025. |

  54. Long-Term Incentive Compensation

    | (2) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  55. Long-Term Incentive Compensation

    The pay and performance scale for the 2023 PSUs was as follows, with actual award levels determined by interpolation between Threshold, Target and Maximum:

  56. Long-Term Incentive Compensation

    | | Performance Scale—2023 PSUs | | | | | Measures | FY25 Revenue ($MM) | Payout (as a % of Target) | FY25 Adjusted EBITDA ($MM) | Payout (as a % of Target) | | Below Threshold | ≤$675.0 | 0% | ≤$80.0 | 0% | | Threshold | $675.0 | 50% | $80.0 | 50% | | Target | $750.0 | 100% | $100.0 | 100% | | Max | $825.0 | 150% | $120.0 | 150% |

  57. Long-Term Incentive Compensation

    | (1) The 30-trading day average closing stock price at grant was $7.18. |

  58. Long-Term Incentive Compensation

    | TSR Modifier Scale | Three-Year Compound Annual TSR | TSR Modifier | 30-Day Trading Average Closing Stock Price(1) | | Threshold | <5.0% | 75% | <$7.64 | | Target | 10.0% | 100% | $8.39 | | Max | 20.0% | 125% | $9.98 |

  59. Long-Term Incentive Compensation

    For fiscal year 2025, the Company achieved adjusted revenue of $822.2 million and Adjusted EBITDA of $130.8 million, resulting in a payout of 148% of target payout. In addition, the Company exceeded the maximum level for the TSR Modifier scale, resulting in the application of a TSR Modifier of 125%. Accordingly, the FY 2023 PSUs vested at 186.1% of target payout. On December 4, 2025, the Compensation Committee reviewed, recommended, and unanimously approved these performance unit results for the fiscal year ended September 30, 2025.

  60. Fiscal Year 2024 Equity Grants

    Fiscal Year 2024 Equity Grants In December 2023, our Compensation Committee recommended and unanimously approved the “FY 2024 Grants” which included both RSU and PSU awards. When making these grants, the Compensation Committee elected to continue using revenue and Adjusted EBTIDA as the relevant financial metric and to eliminate further use of a TSR Modifier. The FY 2024 Grants included a mix of 50% RSUs and 50% PSUs. The RSUs vest annually in three equal installments, subject to continued service through the applicable vesting dates, with the final annual tranche of the FY 2024 RSUs vesting in December 2026. The FY 2024 PSU awards are based on a three-year financial performance period ending on September 30, 2026, with the number of units earned to be based on achieving stated revenue and Adjusted EBITDA targets, weighted at 60% and 40% respectively, during the fiscal year ending September 30, 2026. The maximum number of shares underlying the FY 2024 PSUs that can be earned with respect to the FY 2024 Grants is 150% of the target award. We calculated the target number of shares subject to the PSUs and RSUs by dividing the target dollar value by the 30-trading day average of our common stock during the period ending on the grant date. The target number of shares underlying the FY 2024 PSU awards and the target award values were as follows, with actual award levels determined by interpolation between Threshold, Target and Maximum:

  61. Fiscal Year 2024 Equity Grants

    | Name(1) | Number of Shares of Common Stock Underlying PSU Award | Target Award Value | | Jerome Grant | 87,761 | $925,000 | | Sherrell Smith | 17,790 | $187,500 | | Todd Hitchcock | 17,790 | $187,500 | | Christopher Kevane | 17,790 | $187,500 | | Christine C. Kline(2) | — | — | | Troy R. Anderson(3) | 32,021 | $337,500 |

  62. Fiscal Year 2024 Equity Grants

    | (1) Mr. Schuman did not receive a grant in Fiscal Year 2024 as he was not employed by Universal Technical Institute until March 17, 2025. |

  63. Fiscal Year 2024 Equity Grants

    | (2) Ms. Kline did not receive a PSU award in fiscal year 2024. |

  64. Fiscal Year 2024 Equity Grants

    | (3) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  65. Fiscal Year 2024 Equity Grants

    | Name(1) | Number of Shares of Common Stock Underlying RSU Award | Target Award Value | | Jerome A. Grant | 87,761 | $925,000 | | Sherrell E. Smith | 17,790 | $187,500 | | Todd A. Hitchcock | 17,790 | $187,500 | | Christopher E. Kevane | 17,790 | $187,500 | | Christine C. Kline | 4,744 | $50,000 | | Troy R. Anderson(2) | 32,021 | $337,500 |

  66. Fiscal Year 2024 Equity Grants

    | (1) Mr. Schuman did not receive a grant in Fiscal Year 2024 as he was not employed by Universal Technical Institute until March 17, 2025. |

  67. Fiscal Year 2024 Equity Grants

    | (2) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  68. Fiscal Year 2024 Equity Grants

    The pay and performance scale for the 2024 PSUs is as follows:

  69. Fiscal Year 2024 Equity Grants

    | | Performance Scale—FY 2024 Grants | | | | | Measures | FY26 Revenue ($MM) | Payout (as a % of Target) | FY26 Adjusted EBITDA ($MM) | Payout (as a % of Target) | | Below Threshold | ≤$720.0 | 0% | ≤$104.0 | 0% | | Threshold | $720.0 | 50% | $104.0 | 50% | | Target | $800.0 | 100% | $130.0 | 100% | | Max | $880.0 | 150% | $156.0 | 150% |

  70. Fiscal Year 2024 Equity Grants

    All PSUs and RSUs are subject to transfer restrictions and our NEOs will not have voting, dividend, or other stockholder rights until the shares of our common stock subject to the awards are issued upon vesting and settlement. Vesting of the PSUs and RSUs is subject to continued employment with or service to UTI or a subsidiary through the applicable vesting date, except that the awards vest upon death, disability and termination of employment or service without cause or for good reason within one year after a change in control of UTI (as defined in the 2021 Plan and the applicable award agreements).

  71. Fiscal Year 2025 Equity Grants

    Fiscal Year 2025 Equity Grants In December 2024, our Compensation Committee recommended and unanimously approved the “FY 2025 Grants” which included both RSU and PSU awards. When making these grants, the Compensation Committee elected to continue using revenue and Adjusted EBTIDA as the relevant financial metrics. The FY 2025 Grants included a mix of 50% RSUs and 50% PSUs. The RSUs vest annually in three equal installments, subject to continued service through the applicable vesting dates, with the final annual tranche of the FY 2025 RSUs vesting in December 2027. The FY 2025 PSU awards are based on a three-year financial performance period ending on September 30, 2027, with the number of units earned to be based on achieving stated revenue and Adjusted EBITDA targets, weighted at 60% and 40% respectively, during the fiscal year ending September 30, 2027. The maximum number of shares underlying the FY 2025 PSUs that can be earned with respect to the FY 2025 Grants is 150% of the target award. We calculated the target number of shares subject to the PSUs and RSUs by dividing the target dollar value by the 30-trading day average of our common stock during the period ending on the grant date. The target number of shares underlying the FY 2025 PSU awards and the target award value were as follows, with actual award levels determined by interpolation between Threshold, Target and Maximum:

  72. Fiscal Year 2025 Equity Grants

    | Name | Number of Shares of Common Stock Underlying PSU Award | Target Award Value | | Jerome A. Grant | 67,295 | $1,500,000 | | Bruce Schuman(1) | 12,668 | $350,000 | | Sherrell E. Smith | 9,354 | $200,000 | | Todd A. Hitchcock | 18,709 | $400,000 | | Christopher E. Kevane | 11,693 | $250,000 | | Christine C. Kline(2) | — | — | | Troy R. Anderson(3) | — | — |

  73. Fiscal Year 2025 Equity Grants

    | (1) Mr. Schuman’s figures reflect his new hire award. |

  74. Fiscal Year 2025 Equity Grants

    | (2) Ms. Kline did not receive a PSU award in fiscal year 2025. |

  75. Fiscal Year 2025 Equity Grants

    | (3) Mr. Anderson, who served as Executive Vice President, Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result was not eligible for an award. |

  76. Fiscal Year 2025 Equity Grants

    The number of shares underlying the 2025 RSU awards and the target award value were as follows:

  77. Fiscal Year 2025 Equity Grants

    | Name | Number of Shares of Common Stock Underlying RSU Award | Target Award Value | | Jerome A. Grant | 67,295 | $1,500,000 | | Bruce Schuman(1) | 23,526 | $650,000 | | Sherrell E. Smith | 9,355 | $200,000 | | Todd A. Hitchcock | 18,709 | $400,000 | | Christopher E. Kevane | 11,693 | $250,000 | | Christine C. Kline | 23,386 | $550,000 | | Troy R. Anderson(2) | — | — |

  78. Fiscal Year 2025 Equity Grants

    | (1) Mr. Schuman’s figures reflect his new hire award. |

  79. Fiscal Year 2025 Equity Grants

    | (2) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result was not eligible for an award. |

  80. Fiscal Year 2025 Equity Grants

    The pay and performance scale for the 2025 PSUs is as follows:

  81. Fiscal Year 2025 Equity Grants

    | | Performance Scale—FY 2025 Grants | | | | | Measures | FY27 Revenue ($MM) | Payout (as a % of Target) | FY27 Adjusted EBITDA ($MM) | Payout (as a % of Target) | | Below Threshold | ≤$888.3 | 0% | ≤$101.6 | 0% | | Threshold | $888.3 | 50% | $101.6 | 50% | | Target | $987.0 | 100% | $127.0 | 100% | | Max | $1085.7 | 150% | $152.4 | 150% |

  82. Fiscal Year 2025 Equity Grants

    All PSUs and RSUs are subject to transfer restrictions and our NEOs will not have voting, dividend, or other stockholder rights until the shares of our common stock subject to the awards are issued upon vesting and settlement. Vesting of the PSUs and RSUs is subject to continued employment with or service to UTI or a subsidiary through the applicable vesting date, except that the awards vest upon death, disability and termination of employment or service without cause or for good reason within one year after a change in control of UTI (as defined in the 2021 Plan and the applicable award agreements).

  83. Securities Trading Policy

    Securities Trading Policy We maintain a Securities Trading Policy, including transaction pre-approval requirements, applicable to our officers and directors required to report changes in beneficial ownership of the Company’s common stock under Section 16 of the Exchange Act. We also follow procedures for the repurchase of our own securities. Certain other employees who have significant management or financial reporting responsibilities and may have access to material non-public information concerning the Company are also subject to pre-approval requirements before trading. Our Securities Trading Policy requires pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act (“10b5-1 Trading Plan”). To avoid the potential for abuse, our policy with respect to such trading plans is that, once adopted, trading plans may not be changed or canceled without our General Counsel’s approval. Any approved change or cancellation of a trading plan adopted by an officer, director or employee covered by our Securities Trading Policy may result in our refusal to approve future trading plan requests for that person. Our Securities Trading Policy further provides that no employee, officer or director may engage in hedging or monetization transactions with respect to our securities. Prohibited transactions include, without limitation, short sales and transactions involving derivative securities (buying or selling put options, call options, futures contracts or other derivative securities). We believe that our Securities Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Equity Award Policy - Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Pursuant to our equity award grant policy, we grant equity awards upon the recommendation and approval of our Compensation Committee. Awards to newly-hired or promoted executive officers who are eligible to receive stock awards are proposed for approval at our Board’s next regularly scheduled meeting following the executive officer’s hire or promotion. Our annual equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then such equity awards are granted. Annual equity awards are typically granted to our executives in December of each fiscal year. For fiscal 2025, annual equity awards were granted to our executive officers in December 2024. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates. We do not currently grant stock options, SARs or similar option-like instruments to our NEOs or other employees or service providers.

  84. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, such as our Severance Plan, and under the terms that apply to outstanding equity awards. We believe that these payments and benefits are necessary to attract and retain our NEOs and that the change in control payments and benefits are in the best interests of us and our stockholders because they help assure us that we will have the continued dedication and objectivity of our executive officers, notwithstanding the possibility or occurrence of a change in control of UTI. Specifically, these arrangements are intended to mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of UTI, particularly when their services may not be required by the acquiring entity. In such a situation, we believe that these arrangements are necessary to encourage retention of our NEOs through the consummation of the transaction and to ensure a smooth management transition. For further details, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”

  85. Compensation-Related Risk

    | • | the Compensation Committee engages an independent, external compensation consultant to assist with developing the executive compensation program; |

  86. Compensation-Related Risk

    | • | the Compensation Committee has elected to use time-based RSUs and performance-based PSUs that provide our NEOs with a significant interest in the Company’s long-term performance; |

  87. Compensation-Related Risk

    | • | short-term cash incentive awards are based on metrics related to Company financial and operational goals; |

  88. “Golden Parachute” Compensation

    “Golden Parachute” Compensation Sections 280G and 4999 of the Code provide that our executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits that exceed certain prescribed limits in connection with a change in control of UTI, and that we, or a successor, may forfeit an income tax deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 of the Code during fiscal 2024, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement in connection with the payments or benefits in connection with a change in control of UTI. Amounts payable to our NEOs as a result of a termination of employment in connection with a change in control of UTI may be reduced pursuant to provisions of the applicable agreements if they would be subject to taxes as a result of Sections 280G or 4999 of the Code.

  89. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and other stock-based awards, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award. Historically, when granting equity awards to our NEOs, our Compensation Committee generally considered the potential expense of those awards under generally accepted accounting principles and their impact on our earnings per share. Our Compensation Committee concluded that the award levels were in the best interests of our stockholders given competitive compensation practices among the companies in our compensation peer group, the awards’ potential compensation expense, our performance and the impact of the awards on employee motivation and retention.

  90. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table summarizes the compensation during the last three fiscal years (as applicable) to our NEOs.

  91. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jerome Grant Chief Executive Officer | 2025 | 723,077 | 3,506,070 | 874,923 | 45,195 | 5,149,264 | | | 2024 | 629,038 | 2,085,201 | 747,500 | 29,509 | 3,491,248 | | | 2023 | 580,769 | 1,500,000 | 864,000 | 26,621 | 2,971,390 | | Bruce Schuman(4) Executive Vice President, Chief Financial Officer | 2025 | 246,635 | 979,410 | 373,588 | 23,302 | 1,622,934 | | | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | Sherrell Smith Executive Vice President, Chief Academic Officer | 2025 | 408,000 | 479,886 | 320,892 | 32,596 | 1,241,373 | | | 2024 | 403,292 | 422,679 | 304,980 | 21,636 | 1,152,587 | | | 2023 | 408,000 | 350,000 | 334,152 | 18,495 | 1,110,647 | | Christopher Kevane Executive Vice President, Chief Legal Officer | 2025 | 421,923 | 599,851 | 331,843 | 44,260 | 1,397,876 | | | 2024 | 391,346 | 422,679 | 299,000 | 31,615 | 1,144,640 | | | 2023 | 375,577 | 300,000 | 332,640 | 28,222 | 1,036,439 | | Todd Hitchcock Executive Vice President, Chief Operating Officer | 2025 | 473,077 | 959,772 | 372,075 | 32,735 | 1,837,659 | | | 2024 | 391,346 | 422,679 | 299,000 | 22,537 | 1,135,562 | | | 2023 | 374,231 | 300,000 | 332,640 | 21,734 | 1,028,605 | | Christine Kline Senior Vice President, Chief Accounting Officer & Former Interim Chief Financial Officer | 2025 | 367,308 | 599,851 | 363,477 | 23,079 | 1,353,715 | | | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | Troy R. Anderson Former Executive Vice President Chief Financial Officer | 2025 | 25,962 | — | — | 1,643 | 27,605 | | | 2024 | 438,077 | 760,819 | — | 27,243 | 1,226,139 | | | 2023 | 418,269 | 650,000 | 397,800 | 22,917 | 1,488,986 |

  92. Fiscal 2025 Summary Compensation Table

    | (1) The amounts reported in this “Stock Awards” column represent the aggregate grant date fair value of awards of RSUs and PSUs granted in fiscal 2025, computed in accordance with ASC Topic 718 and does not reflect whether the recipient has actually realized a financial benefit from the award. The grant date fair value of awards of PSUs is based on the probable outcome of the performance conditions to which the PSUs are subject and the shares the recipient would receive under such outcome. The amounts in this column for each fiscal year exclude the effect of any estimated forfeitures of such awards. The target achievement of 100% was used for the PSU amount reported in the “Stock Awards” column. The amounts that would be reported in the “Stock Awards” column using the maximum achievement PSU award of 150% are $4,382,587, $1,150,808, $1,199,715, $599,851, $749,814, $599,850, for Messrs. Grant, Schuman, Hitchcock, Smith, Kevane and Ms. Kline, respectively. The assumptions used in the calculations for these amounts are included in Note 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. |

  93. Fiscal 2025 Summary Compensation Table

    | (2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual cash incentive bonuses earned under our Management Incentive Plan in the fiscal year indicated and paid in the following year. The cash incentive amounts awarded to our NEOs for fiscal 2025 under our FY 2025 Management Incentive Plan are described in more detail in the section titled “Compensation Discussion and Analysis” under the heading “2025 Executive Compensation Program Decisions in Detail.” |

  94. Fiscal 2025 Summary Compensation Table

    | (3) This column sets forth the amounts of other compensation, including group medical, dental, life insurance and short-term and long-term disability benefits, executive physicals as well as matching contributions under the Company’s 401(k) plan. |

  95. Fiscal 2025 Summary Compensation Table

    | Name | Employer- Paid Medical Benefits | Employer- Paid Dental Benefits | Employer- Paid Life Insurance Premiums | Employer- Paid Disability Insurance | Imputed Income on Employer- Provided Life Insurance | Executive Physical Examinations | Employer Matching 401(k) Contributions | Total All Other Compensation | | Jerome A. Grant | $20,443 | $482 | $538 | $2,229 | $5,940 | $7,800 | $7,763 | $45,195 | | Bruce Schuman | $9,309 | $204 | $225 | $929 | $1,638 | $7,800 | $3,197 | $23,302 | | Sherrell E. Smith | $8,193 | $133 | $538 | $2,229 | $5,940 | $7,800 | $7,763 | $32,596 | | Todd A. Hitchcock | $11,246 | $280 | $538 | $2,229 | $5,463 | $7,800 | $5,179 | $32,735 | | Christopher E. Kevane | $21,932 | $495 | $538 | $2,229 | $2,071 | $7,800 | $9,195 | $44,260 | | Christine Kline | $13,231 | $282 | $404 | $1,957 | $991 | $0 | $6,214 | $23,079 | | Troy R. Anderson | $1,091 | $23 | $45 | $186 | $298 | $0 | $0 | $1,643 |

  96. Fiscal 2025 Summary Compensation Table

    | (4) Mr. Schuman was hired on March 17, 2025 and per the terms of his hiring agreement received a full fiscal year bonus payout. |

  97. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table The following table sets forth information regarding the grant of plan-based awards to our NEOs in fiscal 2025.

  98. Fiscal 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock of Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jerome A. Grant | | | | | | | | | | | Cash Incentive | | 187,500 | 750,000 | 1,125,000 | — | — | — | — | — | | Restricted Stock Award | 12/12/2024 | — | — | — | — | — | — | 67,295 | 1,753,035 | | Performance Unit Award | 12/12/2024 | — | — | — | 33,648 | 67,295 | 100,943 | — | 1,753,035 | | Bruce Schuman | | | | | | | | | | | Cash Incentive | | 77,188 | 308,750 | 463,125 | — | — | — | — | — | | Restricted Stock Award | 3/17/2025 | — | — | — | — | — | — | 23,526 | 636,614 | | Performance Unit Award | 3/17/2025 | — | — | — | 6,334 | 12,668 | 19,002 | — | 342,796 | | Sherrell Smith | | | | | | | | | | | Cash Incentive | | 66,300 | 265,200 | 397,800 | — | — | — | — | — | | Restricted Stock Award | 12/9/2024 | — | — | — | — | — | — | 9,355 | 239,956 | | Performance Unit Award | 12/9/2024 | — | — | — | 4,677 | 9,354 | 14,031 | — | 239,930 | | Todd Hitchcock | | | | | | | | | | | Cash Incentive | | 81,250 | 325,000 | 487,500 | — | — | — | — | — | | Restricted Stock Award | 12/9/2024 | — | — | — | — | — | — | 18,709 | 479,886 | | Performance Unit Award | 12/9/2024 | — | — | — | 9,355 | 18,709 | 28,064 | — | 479,886 | | Christopher Kevane | | | | | | | | | | | Cash Incentive | | 69,875 | 279,500 | 419,250 | — | — | — | — | — | | Restricted Stock Award | 12/9/2024 | — | — | — | — | — | — | 11,693 | 299,925 | | Performance Unit Award | 12/9/2024 | — | — | — | 5,847 | 11,693 | 17,540 | — | 299,925 | | Christine C. Kline | | | | | | | | | | | Cash Incentive | | 35,000 | 140,000 | 210,000 | — | — | — | — | — | | Restricted Stock Award | 12/9/2024 | — | — | — | — | — | — | 23,386 | 599,851 | | Performance Unit Award | 12/9/2024 | — | — | — | — | — | — | — | — | | Troy R. Anderson(5) | | | | | | | | | | | Cash Incentive | | — | — | — | — | — | — | — | — | | Restricted Stock Award | | — | — | — | — | — | — | — | — | | Performance Unit Award | | — | — | — | — | — | — | — | — |

  99. Fiscal 2025 Grants of Plan-Based Awards Table

    | (1) The amounts reported in these columns represent the dollar value of the range of possible annual cash incentive amounts that could have been paid to our NEOs for fiscal 2025 under the FY 2025 Management Incentive Plan based upon satisfaction of the performance targets set by our Compensation Committee. The cash incentive awards under our FY 2025 Management Incentive Plan are described in more detail in the section titled “Compensation Discussion and Analysis” under the heading “2025 Executive Compensation Program Decisions in Detail.” The actual cash awards paid in December 2025 for performance in fiscal 2025 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  100. Fiscal 2025 Grants of Plan-Based Awards Table

    | (2) The amounts reported in these columns represent potential share payouts with respect to PSUs granted in fiscal 2025 upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards are described above in the section titled “Compensation Discussion and Analysis” under the heading “2025 Executive Compensation Program Decisions in Detail.” The performance period for the revenue and Adjusted EBITDA goals is the fiscal year ending September 30, 2027. If earned, shares of common stock representing 100% of the earned amount of PSUs will vest on December 15, 2027 and will be settled (subject to each NEOs continued employment through the date of settlement) following the completion of our audited financial statements for the fiscal year ended September 30, 2027 and certification by our Compensation Committee. |

  101. Fiscal 2025 Grants of Plan-Based Awards Table

    | (3) The amounts reported in this column represent the potential share payout of the time-based RSU awards granted to our NEOs in fiscal 2025. The RSUs are subject to time-based vesting only and annually over a three-year period (with vesting dates occurring in December of each year), subject to each NEO’s continued employment through each vesting date. The RSUs granted to our NEOs in fiscal 2025 are described above in the section titled “Compensation Discussion and Analysis” under the heading “2025 Executive Compensation Program Decisions in Detail.” |

  102. Fiscal 2025 Grants of Plan-Based Awards Table

    | (4) The amounts reported in these columns reflect the aggregate grant date fair value of both the time-based RSUs and performance-based PSUs (at the target level of achievement) calculated respectively in accordance with ASC Topic 718. The amounts in this column for each fiscal year exclude the effect of any estimated forfeitures of such awards. The assumptions used in the calculations for these amounts are included in Note 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. |

  103. Fiscal 2025 Grants of Plan-Based Awards Table

    | (5) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result was not eligible for any grants of plan-based awards. |

  104. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth certain information regarding outstanding equity awards held by each of our NEOs as of September 30, 2025 that have not vested. The values reported in the table have not been, and may never be, realized. RSU and PSU awards are subject to forfeiture restrictions. PSU awards are made subject to the achievement of specified performance goals and TSR targets. The value realized, if any, will depend on the market price of our common stock on the date an NEO eventually earns such shares and any applicable restrictions have lapsed.

  105. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Performance Share, Units, Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Performance Share, Units, or Other Rights Held That Have Not Vested ($)(2) | | Jerome Grant | 172,311 | 5,608,723 | 259,513 | 8,447,148 | | Bruce Schuman | 23,526 | 765,771 | 12,668 | 412,343 | | Sherrell Smith | 32,045 | 1,043,065 | 51,516 | 1,676,846 | | Christopher Kevane | 32,014 | 1,042,056 | 50,373 | 1,639,641 | | Todd Hitchcock | 39,265 | 1,278,076 | 57,389 | 1,868,012 | | Christine Kline | 27,937 | 909,349 | 3,134 | 102,012 | | Troy R. Anderson(4) | — | — | — | — |

  106. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The following table sets forth the RSUs outstanding as of September 30, 2025 for each NEO as of their respective award date. The RSUs reported hereunder are subject to time-based vesting only (vesting annually over a three-year period following the award date, subject to each NEO’s continued employment through each vesting date), and do not require the achievement of any corporate or individual performance targets to vest: |

  107. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Named Executive Officer | | | | | | | | Award Date | Jerome Grant | Bruce Schuman | Sherrell Smith | Christopher Kevane | Todd Hitchcock | Christine Kline | Troy R. Anderson | | Dec 8, 2022 | 46,508 | — | 10,830 | 8,461 | 8,696 | 1,388 | — | | Dec 8, 2023 | 58,508 | — | 11,860 | 11,860 | 11,860 | 3,163 | — | | Dec 9, 2024 | — | — | 9,355 | 11,693 | 18,709 | 23,386 | — | | Dec 12, 2024 | 67,295 | — | — | — | — | — | — | | Mar 17, 2025 | — | 23,526 | — | — | — | — | — |

  108. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Market value was calculated using the closing price of our common stock as reported on the NYSE on September 30, 2025, which was $32.55. |

  109. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The amounts reported in this column represent potential share payouts (at the target level of achievement) with respect to PSUs granted upon satisfaction of the performance criteria set forth by our Board. The performance criteria for the PSU awards granted in fiscal 2023, 2024 and 2025 are described above in the section titled “Compensation Discussion and Analysis” under the heading “2025 Executive Compensation Program Decisions in Detail.” |

  110. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  111. Fiscal 2025 Stock Vested Table

    Fiscal 2025 Stock Vested Table The following table sets forth certain information regarding the RSU and PSU awards held by our NEOs that vested during fiscal 2025.

  112. Fiscal 2025 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jerome Grant | 157,495 | $4,039,747 | | Bruce Schuman(1) | — | — | | Sherrell Smith | 39,265 | $1,007,147 | | Christopher Kevane | 34,222 | $877,794 | | Todd Hitchcock | 34,819 | $893,107 | | Christine C. Kline | 6,299 | $161,569 | | Troy R. Anderson(3) | — | — |

  113. Fiscal 2025 Stock Vested Table

    | (1) Mr. Schuman was hired on March 17, 2025, and as such did not have any grants that vested in Fiscal Year 2025. |

  114. Fiscal 2025 Stock Vested Table

    | (2) Represents the market value of the shares of our common stock on the vesting date, calculated by multiplying the closing price of our common stock on the NYSE on the applicable vesting date (or the next available trading day if the vest occurs on a weekend and/or market holiday), by the number of shares that vested at the close of business for each vesting date. |

  115. Fiscal 2025 Stock Vested Table

    | (3) Mr. Anderson, who served as Executive Vice President and Chief Financial Officer throughout our fiscal year ended September 30, 2024, resigned from all offices and positions that he held with the Company and its subsidiaries, effective as of October 11, 2024 and as a result forfeited all future vesting. |

  116. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation The following table sets forth the vested account balances of our NEOs under our Nonqualified Deferred Compensation Plan for the fiscal year ended September 30, 2025.

  117. Pension Benefits and Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Jerome A. Grant | — | — | — | — | — | | Bruce Schuman | — | — | — | — | — | | Sherrell E. Smith | — | — | $64,754 | 0 | $567,299 | | Christopher E. Kevane | — | — | — | — | — | | Todd A. Hitchcock | — | — | — | — | — | | Christine C. Kline | — | — | — | — | — | | Troy R. Anderson | — | — | — | — | — |

  118. Pension Benefits and Non-Qualified Deferred Compensation

    | (1) Effective October, 1, 2021, participant contributions were suspended and there were no participant contributions made during fiscal 2025. |

  119. Pension Benefits and Non-Qualified Deferred Compensation

    | (2) Effective January, 2021, Company-matching contributions were suspended and there were no Company contributions made during fiscal 2025. |

  120. Pension Benefits and Non-Qualified Deferred Compensation

    | (3) Reflects the fully vested and earned compensation as of September 30, 2025. |

  121. Pension Benefits and Non-Qualified Deferred Compensation

    We previously operated a Nonqualified Deferred Compensation Plan that allowed for deferral up to 75% base salary and up to 90% of annual bonus, as well as participant deferrals to offset any excess deferrals which were returned to the participant due to required discrimination testing under the Section 401(k) plan. Participants could elect to invest among a number of mutual fund options and participant account balances which were credited on a pre-tax basis with earnings, or losses, equivalent to the actual market performance of these investments. Pursuant to our Nonqualified Deferred Compensation Plan, a participant employed for at least one year was eligible for an incentive matching contribution equal to 50% of his or her plan contributions, up to the maximum “matchable” compensation equivalent to 5% of base salary. These Company-matching contributions were subject to a five-year vesting schedule. Beginning in January 2013, we suspended the Company-matching contribution under our Nonqualified Deferred Compensation Plan. Effective as of October 1, 2021, we suspended future contributions by our employees and directors into our Nonqualified Deferred Compensation Plan as a result of low participation. Executives may maintain current balances within the plan. Participants can elect to receive payments at separation from service and/or in the form of an in-service withdrawal. Generally, accounts are valued on the last business day of the month following separation from service, death or disability, with payments made in the following month. Separation from service accounts can be paid in (i) a lump sum, (ii) annual installments over a period of up to 10 years, or (iii) a partial lump sum with the balance paid in annual installments, according to a participant’s election. In-service account elections must be made for a specific date, at least three years in the future, and can be paid in a lump sum or in annual installments over a period of up to five years, according to the participant’s election. If a participant dies, becomes disabled while employed by us, or separates from service within 24 months following a change in control of us, all of his or her accounts will be paid in a single lump sum. Participants may also receive distributions in the event of an unforeseeable financial emergency resulting from (i) an illness or accident involving the participant, participant’s spouse or dependents, or a beneficiary, (ii) a loss of property due to casualty, or (iii) other extraordinary and unforeseeable events that are beyond the participant’s control. Participants may request an emergency distribution from the plan up to the amount necessary to satisfy the emergency. All requests for such distributions require our approval.

  122. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of UTI, under his or her employment agreement or other applicable agreements, and under the terms that apply to our outstanding equity awards. The estimated potential payments and benefits payable to each NEO in the event of termination of employment as of September 30, 2025 pursuant to his or her particular post-employment compensation arrangements are described below. The actual amounts that would be paid or distributed to our NEOs as a result of one of the termination events occurring in the future may be different than those presented below as many factors will affect the amount of payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary, then-current incentive opportunities and applicable arrangements, then-current levels of health and other welfare benefits coverage and the market price of our common stock. Although we have entered into written arrangements to provide payments and benefits to our NEOs in connection with a termination of employment under particular circumstances, we, or an acquirer, may mutually agree with our NEOs on severance terms that vary from those provided in these pre-existing arrangements. Along with the payments and benefits described in an NEO’s individual post-employment compensation agreement and equity award agreements, he or she is also eligible to receive any benefits accrued under our broad-based benefit plans, in accordance with the terms of those plans and policies.

  123. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Grant, our Chief Executive Officer, for fiscal 2025. For the fiscal year ended September 30, 2025:

  124. CEO Pay Ratio

    | • | the median of the annual total compensation (inclusive of base salary, bonus and other items, as discussed below) of all our employees (other than our CEO) was $76,806; and |

  125. CEO Pay Ratio

    | • | the annual total compensation of Mr. Grant, our CEO, at the end of fiscal 2025, as reported above in the Summary Compensation Table, was $5,149,264. |

  126. CEO Pay Ratio

    Based on this information, for fiscal 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 67:1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, we took the following steps:

  127. CEO Pay Ratio

    | • | As of September 30, 2025, our employee population consisted only of employees located in the United States. We selected September 30, 2025 as the date upon which we would identify the “median employee” as it enabled us to make such identification in a reasonably efficient and economical manner. |

  128. CEO Pay Ratio

    | • | To identify the “median employee” from our employee population, we compared the amount of total compensation of our employees as reflected in our payroll records that were identified as regular wages inclusive of base, bonus, and equity compensation. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are located in the United States, as is our Chief Executive Officer, we did not make any cost-of-living adjustments in identifying the “median employee.” |

  129. CEO Pay Ratio

    | • | Once the median employee was identified, all the employee’s compensation elements for fiscal 2025 were consolidated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The difference |

  130. CEO Pay Ratio

    between such employee’s base salary and the employee’s annual total compensation represents the employee’s annual bonus and company matching contributions on behalf of the employee to our 401(k) employee savings plan. Since we do not maintain a defined benefit or other actuarial plan for our employees, and do not otherwise provide a plan for payments or other benefits at, following, or in connection with retirement, the “median employee’s” annual total compensation did not include amounts attributable to those types of arrangements. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  131. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. You should refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  132. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(4) | Adjusted EBITDA(5) (in millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2025 | $5,149,264 | $15,229,672 | $1,246,860 | $1,805,074 | 641 | 283 | $63.0 | $126.5 | | 2024 | $3,491,248 | $8,600,698 | $1,164,732 | $2,928,031 | 320 | 171 | $42.0 | $102.9 | | 2023 | $2,971,390 | $3,924,838 | $1,166,169 | $1,577,113 | 165 | 115 | $12.3 | $64.2 | | 2022 | $1,886,283 | $1,961,507 | $923,812 | $947,008 | 107 | 90 | $25.8 | $60.2 | | 2021 | $2,215,714 | $2,173,748 | $871,976 | $858,443 | 133 | 102 | $14.6 | $34.2 |

  133. Pay Versus Performance

    | (1) 2025 Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP, calculated in accordance with Item 402(v) of Regulation S-K, include: |

  134. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO | Non-CEO NEOs (Average) | CEO | Non-CEO NEOs (Average) | CEO | Non-CEO NEOs (Average) | CEO | Non-CEO NEOs (Average | CEO | Non-CEO NEOS (Average) | | Summary Compensation Table Total | $5,149,264 | $1,246,860 | $3,491,248 | $1,164,732 | $2,971,390 | $1,166,169 | $1,886,283 | $923,812 | $2,215,714 | $871,976 | | (Minus): Grant date values reported in the Summary Compensation Table | $(3,506,070) | $(603,128) | $(2,085,201) | $(507,214) | $(1,500,000) | $(400,000) | $(955,000) | $(298,250) | $(1,191,989) | $(254,296) | | Plus: Year-end fair value of unvested awards granted during the year | $4,380,905 | $754,580 | $2,853,988 | $694,217 | $2,045,524 | $699,145 | $1,208,083 | $362,738 | $1,295,473 | $276,531 | | Plus (Minus): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | $7,573,737 | $424,935 | $3,648,001 | $1,401,934 | $230,191 | $64,260 | $(241,915) | $(56,408) | $(263,982) | $(58,941) | | Plus (Minus): Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years that vested during the year | $1,631,836 | $(18,173) | $692,663 | $174,363 | $177,732 | $47,538 | $64,056 | $15,117 | $118,532 | $23,173 | | Total Adjustments for Equity Awards | $10,080,408 | $558,214 | $5,109,450 | $1,763,300 | $953,448 | $410,943 | $75,224 | $23,197 | $(41,966) | $(13,532) | | Compensation Actually Paid (as calculated) | $15,229,672 | $1,805,074 | $8,600,698 | $2,928,031 | $3,924,838 | $1,577,113 | $1,961,507 | $947,008 | $2,173,748 | $858,443 |

  135. Pay Versus Performance

    Amounts reported in this column represent the “compensation actually paid” to Mr. Grant and the non-CEO NEOs based on the total compensation reported in the Summary Compensation Table for each fiscal year, as adjusted in accordance with SEC rules. The numbers in 2024 and 2023 have been revised from the numbers previously reported in last year’s “Pay versus Performance Table” to correct an administrative error.

  136. Pay Versus Performance

    | (2) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year: |

  137. Pay Versus Performance

    2025: Bruce Schuman, Sherrell E. Smith, Christopher E. Kevane, Todd A. Hitchcock, Christine C. Kline and Troy R. Anderson 2024 and 2023: Troy R. Anderson, Sherrell E. Smith, Christopher E. Kevane, and Todd A. Hitchcock 2022: Troy R. Anderson, Sherrell E. Smith, Christopher E. Kevane, and Bartley H. Fesperman 2021: Troy R. Anderson, Sherrell E. Smith, Lori B. Smith, and Todd A. Hitchcock

  138. Pay Versus Performance

    | (3) The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The peer group consists of Adtalem Global Education, Inc.; American Public Education, Inc.; Legacy Education, Inc.; Lincoln Education Services Corporation; Perdoceo Education Corporation; and Strategic Education, Inc. Legacy Education, Inc. was added to the peer group for fiscal year 2025 and went public on September 26, 2024. Excluding Legacy Education, the prior peer group’s total shareholder return for the period ending September 30, 2024 and September 30, 2025 would also have been $171 and $283, respectively. |

  139. Pay Versus Performance

    | (4) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements. |

  140. Pay Versus Performance

    | (5) In the Company’s assessment, adjusted EBITDA is the financial performance measure that is the most important financial performance measure used by the Company in 2025 to link compensation actually paid to performance. Adjusted EBITDA is calculated in a manner consistent with the definition we use when reporting our financial results. See Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on November 19, 2025. |

  141. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:

  142. Pay Versus Performance: Graphical Description

    | • | the Company’s cumulative Total Stockholder Return (“TSR”) and the Peer Group’s cumulative TSR; |

  143. Pay Versus Performance: Graphical Description

    | • | the Company’s Net Income; and |

  144. Pay Versus Performance: Graphical Description

    | • | the Company Selected Measure, which is Adjusted EBITDA. |