UTI

• On August 12, 2026, Universal Technical Institute, Inc. entered a Credit Agreement for a senior secured revolving credit facility of up to $200 million, replacing its existing facility.
• The Credit Agreement also provides for up to $75 million in uncommitted incremental facilities.
• Borrowings bear interest at Term SOFR or Base Rate plus a margin ranging from 1.50%-2.25% or 0.50%-1.25%, respectively, depending on leverage.
• The company expects to use the facility for working capital, internal initiatives, acquisitions, and other activities related to its North Star Strategy.
• The facility is secured by assets of the company and its subsidiaries under a Guaranty and Security Agreement.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net income fell to $2.3 million from $10.7 million, with adjusted EBITDA down 27.8% to $18.2 million due to $9.0 million in strategic growth expenses.
• Total new student starts rose 10.9% to 6,342, and average full-time active students increased 5.8% to 25,131.
• The company updated FY2026 guidance: revenue now $893-$900 million, adjusted EBITDA $100-$103 million, and new student starts 31,900-32,300.
• UTI-Atlanta campus opened in July with initial student starts approximately 30% ahead of expectations.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Net income was $0.4 million, down from $11.4 million, due to $11 million in strategic growth expenses.
• Adjusted EBITDA decreased 51.0% to $14.1 million from $28.9 million.
• Average full-time active students rose 7.2% to 26,385; new student starts increased 13.8% to 7,569.
• Company reaffirmed full-year fiscal 2026 guidance across all metrics.
• UTI-San Antonio campus opened in March with initial starts ~60% above plan; UTI-Atlanta on track for July start.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• DeVincenzi received 42,766,191 votes for, Grant received 43,261,353, and Okinaka received 43,483,730; all had about 3.7 million broker non-votes.
• Stockholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year ending September 30, 2026, with 47,432,220 votes for.
• The advisory say-on-pay proposal for named executive officer compensation passed with 43,438,346 votes for.
• The results were reported under Item 5.07 as required for matters submitted to a vote of security holders.
• No other proposals were voted on at the meeting.

5.07 Submission of Matters to a Vote of Security Holders

• On March 11, 2026, the board of directors approved an amended and restated Code of Conduct.
• No waiver of any provision of the previous Code of Conduct was made.
• The full Code of Conduct is available on the company's investor website.
• The report was filed under Item 5.05 for amendments to the code of ethics.

5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

• Net income decreased to $12.8 million from $22.2 million, with diluted EPS of $0.23 versus $0.40, due to strategic growth expenses.
• Adjusted EBITDA fell 23.5% to $27.1 million from $35.5 million, reflecting $7.6 million in strategic growth investments.
• Average full-time active students rose 7.2% to 26,858, and total new student starts increased 2.6% to 5,449.
• The company reiterated fiscal 2026 guidance: revenue of $905-$915 million, reported adjusted EBITDA of $114-$119 million, and total new student starts of 31,500-33,000.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Full year 2025 net income was $63.0 million, up 50.0% from $42.0 million, exceeding the high end of guidance.
• Full year 2025 adjusted EBITDA was $126.5 million, up 22.9% from $102.9 million, within guidance.
• Q4 2025 revenue was $222.4 million, up 13.3% from $196.4 million; net income was $18.8 million, flat year-over-year.
• Fiscal 2026 guidance: revenue $905-915 million, net income $40-45 million, adjusted EBITDA $114-119 million.
• Company expects to open at least two and up to five new campuses and launch approximately 20 new programs annually.
• Total available liquidity at September 30, 2025 was $254.5 million; total debt was $87.1 million.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On November 18, 2025, Universal Technical Institute, Inc. (NYSE: UTI) announced the first three of its planned new campus locations for fiscal 2027: UTI-Salt Lake City, Concorde-Houston, and Concorde-Atlanta.
• UTI-Salt Lake City will occupy nearly 113,000 square feet in West Jordan, Utah, and serve over 3,000 students at scale, offering programs in aviation maintenance, automotive/diesel, electrical, HVACR, and welding.
• Concorde-Houston will occupy 45,000 square feet and Concorde-Atlanta will occupy more than 47,000 square feet, each serving up to 700 students at scale with nursing, dental, diagnostic, patient care, and allied health programs.
• The announcement is part of Phase II of UTI's multi-year North Star strategy, which includes opening multiple campuses annually between 2026 and 2029.
• The information was furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits