What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-11-26 compared with 2024-12-05 · 335 added, 330 removed, 564 unchanged (54% of the section changed)

Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” was founded in 1965 and is a leading workforce solutions provider of transportation, skilled trades and healthcare education programs, whose mission is to serve students, partners, and communities by providing quality education and support services for in-demand careers across a number of highly-skilled fields.

We offer the majority of our programs in a blended learning model that combines instructor-facilitated online teaching and demonstrations with hands-on labs.

Our reporting structure has two reportable segments (also referred to as “divisions”) as follows:

Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” was founded in 1965 and is a leading workforce education provider for transportation, skilled trades, energy and healthcare programs serving students, partners, and communities nationwide.

The company offers high-quality training programs and support services for in-demand careers through its two reportable segments (also referred to as “divisions”):

Universal Technical Institute and Concorde Career Colleges.

We offer the majority of our programs in a hands-on learning model through labs and clinical placements, as well as classroom delivery and blended delivery models.

Our reporting structure is as follows:

Universal Technical Institute (“UTI”):

UTI operates 16 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs under brands such as Universal Technical Institute, Motorcycle Mechanics Institute and Marine Mechanics Institute (collectively, “MMI”), NASCAR Technical Institute (“NASCAR Tech”), and MIAT College of Technology (“MIAT”).

UTI operates 15 campuses located in nine states and offers a wide range of degree and non-degree transportation, skilled trades, and energy technical training programs.

UTI also offers manufacturer specific advanced training programs, which include student-paid electives at our campuses and manufacturer, or dealer sponsored, training at certain campuses and dedicated training centers.

2 unchanged sentences

Concorde operates 17 campuses located in eight states and online, offering degree, non-degree, certificate and continuing education programs in the allied health, dental, nursing, patient care and diagnostic fields.

The Company has designated campuses that offer degree granting programs “Concorde Career College;” where allowed by State regulation.

The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their healthcare careers with practical, hands-on experiences including opportunities to learn while providing care to real patients.

Prior to graduation, students will complete a number of hours in a clinical setting or externship, depending upon their program of study.

The Company has designated campuses that offer degree granting programs by “Concorde Career College” where allowed by State regulation.

Prior to graduation, students must complete a certain number of hours in a clinical setting or externship, depending upon their program of study.

We acquired Concorde on December 1, 2022.

5 unchanged sentences

Business Model and Industry Partnerships

We serve students, partners and communities by providing quality education and training for in-demand careers.

We continue to evolve our business model to provide our students with accessible, affordable training with a focus on bringing education to the students at convenient locations.

We continue to evolve our business model to provide students with accessible, affordable training by focusing on bringing education to students at convenient locations.

Market served by UTI

1 unchanged sentence

The United States Department of Labor Bureau of Labor Statistics (“U.S.

DOL BLS”) estimates that an average of approximately 107,300 new job openings, due to growth and net replacements, will exist annually for newly trained technicians in the automotive, diesel, and collision fields through 2033.

DOL BLS”) estimates an average of approximately 111,100 new job openings, due to growth and net replacements, will exist annually for newly trained technicians in the automotive, diesel, and collision fields through 2034.

Additionally, for skilled trades and other transportation programs, the U.S.

DOL BLS estimates that an average of 45,800 new job openings for welders, 43,500 new jobs openings for industrial machinery mechanics, 42,500 new job openings in the HVAC industry, 15,200 new job openings for computer-controlled machine tool operators, 13,400 new job openings for avionic technicians, 6,300 new job openings for robotics, 4,600 new job openings for marine and motorcycle technicians and 2,100 new job openings for wind turbine service technicians will exist annually for new entrants through 2033 in these fields.

DOL BLS estimates an average of 45,700 new jobs openings for industrial machinery mechanics;

45,600 new job openings for welders;

40,100 new job openings in the heating, air conditioning, and refrigeration industry;

13,500 new job openings for computer-controlled machine tool operators;

13,100 new job openings for aviation technicians;

6,000 new job openings for robotics;

4,100 new job openings for marine and motorcycle technicians;

and 2,300 new job openings for wind turbine service technicians will exist annually for new entrants through 2034 in these fields.

Market served by Concorde

2 unchanged sentences

Specifically, the U.S.

DOL BLS estimates that an average of 194,500 new job openings for registered nurses, 119,800 new job openings for

medical assistants, 54,900 new job openings for dental assistants, 54,000 new job openings for practical and licensed vocational nurses, 47,400 new job openings for pharmacy technicians, 35,300 new job openings for occupational therapy and physical therapist assistants and aides, 26,500 new job openings for diagnostic related technologists and technicians, 24,200 new job openings for clinical laboratory technologists and technicians, 22,800 new job openings for massage therapists, 19,600 new job openings for phlebotomists and 16,400 new job openings for dental hygienists will exist annually for new entrants through 2033 in these fields.

DOL BLS estimates an average of 189,100 new job openings for registered nurses;

112,300 new job openings for medical assistants;

52,900 new job openings for dental assistants;

54,400 new job openings for practical and licensed vocational nurses;

49,000 new job openings for pharmacy technicians;

34,300 new job openings for occupational therapy and physical

therapist assistants;

26,100 new job openings for diagnostic related technologists and technicians;

22,600 new job openings for clinical laboratory technologists and technicians;

24,700 new job openings for massage therapists;

18,400 new job openings for phlebotomists;

and 15,300 new job openings for dental hygienists will exist annually for new entrants through 2034 in these fields.

Our student recruitment efforts begin with our commitment to positive outcomes, both for our students and our industry relationships.

2 unchanged sentences

For Concorde, adults are the primary admissions channel, with an emphasis on those prospective adult students within the local proximity to a Concorde campus.

To maximize the likelihood of student retention and graduation, our admissions process is intended to identify students who have the desire and ability to succeed in their chosen program.

Prior to enrolling, many potential Concorde students complete a test which helps determine their expected success rate in a given program.

In addition, we have established processes to identify students who may be in need of assistance to succeed in and complete their chosen program.

To maximize the likelihood of student retention and graduation, our admissions process is designed to identify students who have the desire and ability to succeed in their chosen program.

Prior to enrolling, many potential Concorde students complete a test which helps determine the best program for them and their expected success rate in a given program.

In addition, we have established processes to identify students who may need assistance to succeed in and complete their chosen program.

To assist these students in graduating, we employ student service professionals that provide tutoring and academic, financial, personal, and employment advisement.

2 unchanged sentences

To ensure the UTI programs provide students with the necessary hard and soft skills needed upon graduation, UTI has relationships with multiple original equipment manufacturers (“OEMs”) and industry brand partners across the country to understand their needs for qualified service professionals.

Through these industry relationships, UTI is able to continuously refine and expand its programs and curricula.

We believe the UTI industry-focused educational model and national presence has enabled the UTI division to develop valuable industry relationships, which provide it with significant competitive advantages and supports its market leadership, along with enabling the division to provide highly specialized education to its students, resulting in enhanced employment opportunities and the potential for higher wages for its graduates.

Through these industry relationships, UTI can continuously refine and expand its programs and curricula.

We believe our industry-focused educational model and national presence has enabled the UTI division to develop valuable industry relationships, which provide it with significant competitive advantages and supports its market leadership, along with enabling the division to provide highly specialized education to its students, thus resulting in enhanced employment opportunities and the potential for higher wages for its graduates.

The industry relationships for the UTI division also extend to thousands of local employers, after-market retailers, fleet service providers, and enthusiast organizations.

9 unchanged sentences

to diversify the business by adding new locations, programs, and offerings that maximize the lifetime value of our students;

and to continually optimize the business by constantly enhancing operational efficiency.

and to continually optimize the business by enhancing operational efficiency.

Growth, Diversification and Optimization

Our organization has a number of key levers to grow, diversify, and optimize the business.

Our organization has several key levers to grow, diversify, and optimize the business.

Organically, we have been successful by adding new locations and new programs.

In the last two years, UTI has launched fourteen new programs throughout existing campuses and opened two new transportation and skilled trades campuses, further expanding its geographical footprint and opening access to highly populated locations in growing economies.

Inorganically, in November

2021, we acquired MIAT College of Technology which has served both as a growth strategy by expanding into the Canton, Michigan market and a diversification strategy by adding additional program areas in rapidly expanding skilled trades professions.

This acquisition also has allowed us to expand and diversify our existing UTI campus offerings to include aviation, energy, HVACR and other skilled trade options.

In the last three years, UTI has launched twenty-three new programs throughout existing campuses and begun construction on two new transportation and skilled trades campuses expected to open in 2026, further expanding its geographical footprint and opening access to highly populated locations in growing economies.

Inorganically, in November 2021, we acquired MIAT College of Technology (“MIAT”) which has served both as a growth

strategy by expanding into the Canton, Michigan market and a diversification strategy by adding additional program areas in rapidly expanding skilled trades professions.

This acquisition also has allowed us to expand and diversify our existing UTI campus offerings to include aviation, energy, wind, HVACR, and other skilled trade options.

In December 2022, we continued to diversify by expanding into healthcare education through the acquisition of Concorde.

This acquisition enabled us to expand our program offerings into the high-growth and high-demand healthcare education market.

Throughout 2024, we have expanded partnerships in the healthcare market and completed five program expansions within Concorde’s existing campuses.

Since acquisition, we have expanded partnerships in the healthcare market and completed thirteen program expansions within Concorde’s existing campuses.

Continually optimizing program offerings and operations serves to further enhance overall operating margins and is a foundational element of our strategy.

Since acquiring Concorde, we have built a multi-division and corporate operating model that provides transparency, accountability, the ability to be nimble and adapt as we continue to evolve, while also serving as a platform for expansion into new areas.

As we look towards the second phase of our North Star strategy, we are continuing to focus on these core tenets.

Pending regulatory approval, we expect to launch a minimum of six programs annually at our existing campuses beginning in fiscal year 2025 and open at least two new campuses each year between fiscal years 2026 and 2029, which includes expanding both UTI’s and Concorde’s campus offerings and footprint.

Since acquiring Concorde, we have built a multi-division and corporate operating model that provides transparency, accountability, and the ability to be nimble and adapt as we continue to evolve, while also serving as a platform for expansion into new areas.

As we execute on the second phase of our North Star strategy, we continue to focus on these core tenets.

Pending regulatory approval, we expect to launch a minimum of six programs annually at our existing campuses and open at least two new campuses each year between fiscal years 2026 and 2029, thus expanding both UTI’s and Concorde’s campus offerings and footprint.

We believe this strategy will allow us to reach even more students with industry-aligned workforce and professional programs that demonstrate strong student outcomes, while also increasing the financial strength of the company.

4 unchanged sentences

We regularly evaluate program offerings, schedules and locations that are most appealing to students and aligned with employer expectations.

For our Concorde offerings, where appropriate, we ensure that our courses are aligned with licensure requirements to ensure our students are provided the greatest opportunity for success.

For our Concorde offerings, where appropriate, we ensure that our courses are aligned with licensure requirements to ensure our students are provided with the greatest opportunity for success.

Where appropriate, these professionally aligned programs enable our students to gain licensure, certification, and credentials in high-demand healthcare professions.

1 unchanged sentence

In addition, we provide relevant services to assist students with possible tuition financing options, educational and career counseling, opportunities for part-time work while attending school, and ultimately graduate employment.

Our career services teams identify job opportunities and outreach, advise active students on employment search and interviewing skills, facilitate employer visits to campuses, provide access to reference materials, assist with the composition of resumes, and help students prepare for applicable certification or licensure exams.

Our career services teams identify job opportunities and outreach;

advise active students on employment search and interviewing skills;

facilitate employer visits to campuses;

provide access to reference materials;

assist with the composition of resumes;

and help students prepare for applicable certification or licensure exams.

Shared Success Model

1 unchanged sentence

Providing high-quality instruction in engaging curriculum aligned to industry and professional standards and delivering exemplary student support services to ensure students have everything they need to be successful serves as the foundation of our model.

Retaining our students through to graduation and supporting them through to employment is the key principle of our business.

Retaining our students through graduation and supporting them to employment is the key principle of our business.

UTI Schools and Programs

2 unchanged sentences

The UTI advanced training programs range from 12 to 23 weeks in duration and are completed subsequent to satisfying the core UTI program requirements.

These programs culminate in a certificate, diploma, associate of occupational studies degree, or associate of

applied science degree depending on the program and campus.

These programs culminate in a certificate, diploma, associate of occupational studies degree, or associate of applied science degree depending on the program and campus.

Tuition rates vary by type and length of our programs and the program level, such as core or advanced training.

The table below sets forth the current locations that operate under the UTI division, the year the campus opened, and the principal programs taught at each location.

UTI Location Brand Year Campus Opened Current Principal Programs

Arizona (Avondale) UTI 1965 Airframe & Powerplant;

Arizona (Avondale) MMI 1973 Motorcycle

California (Long Beach) UTI 2015 Airframe & Powerplant;

UTI Location Year Campus Opened Current Principal Programs

Arizona (Avondale) 1965 Airframe & Powerplant;

Arizona (Phoenix) 1973 Motorcycle

California (Long Beach) 2015 Airframe & Powerplant;

Collision Repair and Refinishing;

California (Rancho Cucamonga) UTI 1998 Automotive;

California (Rancho Cucamonga) 1998 Automotive;

Industrial Maintenance;

Robotics & Automation;

California (Sacramento) UTI 2005 Automotive;

Florida (Miramar) UTI 2022 Airframe & Powerplant;

Florida (Orlando) UTI/MMI 1986 Automotive;

Illinois (Lisle) UTI 1988 Automotive;

California (Sacramento) 2005 Automotive;

Florida (Miramar) 2022 Airframe & Powerplant;

Florida (Orlando) 1986 Automotive;

Illinois (Lisle) 1988 Automotive;

Industrial Maintenance;

Robotics & Automation;

Michigan (Canton) MIAT 1969 Airframe and Powerplant;

Michigan (Canton) 1969 Airframe and Powerplant;

Aviation Maintenance;

1 unchanged sentence

Robotics & Automation;

New Jersey (Bloomfield) UTI 2018 Automotive;

New Jersey (Bloomfield) 2018 Automotive;

North Carolina (Mooresville)

NASCAR Tech 2002 Automotive;

2002 Automotive;

CNC Machining;

Robotics & Automation;

Pennsylvania (Exton) UTI 2004 Automotive;

Pennsylvania (Exton) 2004 Automotive;

Robotics & Automation;

Texas (Austin) UTI 2022 Automotive;

Texas (Dallas/Ft.

Worth) UTI 2010 Automotive;

Texas (Houston) 1

UTI 1983 Automotive;

Collision Repair and Refinishing;

Texas (Austin) 2022 Automotive;

Texas (Dallas) 2010 Automotive;

Texas (Houston)

MIAT 2010 Airframe and Powerplant;

1983 Airframe and Powerplant;

Aviation Maintenance;

Collision Repair and Refinishing;

Industrial Maintenance;

1 unchanged sentence

Robotics & Automation;

(1) During 2024, we began efforts to consolidate the MIAT Houston campus into the previously existing UTI Houston campus.

This consolidation is expected to be complete in fiscal 2025.

Description of Current UTI Programs Offered

3 unchanged sentences

UTI Program Year Established Program Focus Target Job Placement (1)

Airframe and Powerplant 1969 Inspect, maintain, repair and test aircraft systems and turbine engines Entry-level opportunities in various areas of the aviation industry

Automotive 1965 Diagnose, service and repair automobiles Entry-level service technicians in automotive dealer service departments or automotive repair facilities

Automotive/Diesel 1970 Diagnose, service and repair automobiles and diesel systems Entry-level service technicians in automotive repair facilities, automotive dealer service departments, diesel engine repair facilities, medium and heavy truck facilities, truck dealerships, or in service and repair facilities

UTI Program Year Established Program Focus Target Job Placement (1)

Aviation Maintenance Technology 2012 Inspect, service, repair, and test aircraft Entry-level service technicians in aviation repair stations and hangars, and on airfields

Collision Repair and Refinishing 1999 Assess, repair, refinish, and restore vehicles Entry-level technicians at OEM dealerships and independent repair facilities

Computer Numerical Control (CNC) Machining 2017 Program, set up, operate, and inspect CNC equipment Entry-level CNC operators in the manufacturing and mechanical fabrication industries

Diesel 1968 Diagnose, service and repair diesel systems and industrial equipment Entry-level service technicians in medium and heavy truck facilities, truck dealerships, or in service and repair facilities

Airframe and Powerplant 1969 Aircraft troubleshooting, hydraulics and pneumatics, powerplant lubrication systems and turbine engine operation Entry-level opportunities in various areas of the aviation industry

Motorcycle 1973 Diagnose, service and repair motorcycles and all-terrain vehicles

Entry-level service technicians in motorcycle dealerships and independent repair facilities

Electrical, Electronics & Industrial Technology (EEIT) 2025 Install, maintain, troubleshoot, and repair electrical systems Entry-level electrical technicians

Energy Technology 2007 Install, maintain, troubleshoot, and optimize energy systems Entry-level positions in the wind, nuclear, gas, coal, power distribution, or solar industries

Heating, ventilation, air conditioning and refrigeration (HVACR) 2012 Install, maintain, troubleshoot, and repair climate systems Entry-level service technicians in the heating and cooling industry

Industrial Maintenance 2007 Diagnose, service, test and repair various types of machinery Entry-level industrial maintenance technician in a wide range of industries including gas, coal, nuclear and solar industries

Marine 1991 Diagnose, service and repair boats

Entry-level service technicians for marine dealerships and independent repair shops, as well as for marinas, boat yards and yacht clubs

Collision Repair and Refinishing 1999 How to repair non-structural and structural automobile damage as well as how to prepare cost estimates on all phases of repair and refinishing

Entry-level technicians at OEM dealerships and independent repair facilities

Motorcycle 1973 Diagnose, service and repair motorcycles and all-terrain vehicles

Entry-level service technicians in motorcycle dealerships and independent repair facilities

NASCAR 2002 Automotive training along with additional NASCAR-specific elective courses

Entry-level service technicians in automotive dealer service departments or automotive repair facilities, or opportunities in racing-related industries

Energy Technology 2007 Associate of Applied Science degree which focuses on power generation, wind power, compression technology and powerplant operations Entry-level positions in the wind, nuclear, gas, coal, power distribution, or solar industries

Non-Destructive Testing 2019 Examine, evaluate, verify, and document material integrity Entry-level technicians in a variety of industries, from oil and gas and manufacturing to power generation and aviation

Robotics & Automation 2018 Design, program, operate, and maintain robotic systems Entry-level technician in a variety of industries

Welding 2017 Cut, join, fabricate, and repair metal components Entry-level welders in the construction, structural, pipe, mechanical contracting and fabrication industries

Wind Power 2007 Diagnose, service and repair wind turbine towers Entry-level service technicians for the wind power industry

Aviation Maintenance Technology 2012 Perform inspections, routine maintenance and repairs to keep aircraft in operating condition Entry-level service technicians in aviation repair stations and hangers, and on airfields

Heating, ventilation, air conditioning and refrigeration (HVACR) 2012 An awareness of safety procedures, knowledge of heating and cooling, familiarity with tools used in the industry, and the ability to perform a variety of manual skills Entry-level service technicians in the heating and cooling industry

Welding 2017 How to weld various materials using a wide range of welding processes

Entry-level welders in the construction, structural, pipe, mechanical contracting and fabrication industries.

CNC Machining 2017 How to produce precision parts used in high-performance engines and a wide variety of trucks, motorcycles, cars and boats, and also in industrial applications, aerospace components and medical and surgical equipment

Entry-level CNC operators in the manufacturing and mechanical fabrication industries

UTI Program Year Established Program Focus Target Job Placement (1)

Robotics & Automation 2018 Robotics is the process of creating and using robots to complete certain tasks.

Automation refers to the process of using technology to perform tasks typically completed by humans.

Entry-level technician in a variety of industries

Non-Destructive Testing 2019 Training in the discipline focused on the quality and serviceability of materials and structures Entry-level technicians in a variety of industries, from oil and gas and manufacturing to power generation and aviation

(1) Target job placement describes the type of employment the program is designed to prepare graduates to obtain.

11 unchanged sentences

Jacksonville, Florida;

Carol Stream, Illinois;

Robbinsville, New Jersey;

1 unchanged sentence

Peterbilt Technician Institute (PTI) Lisle, Illinois;

Dallas, Texas

Porsche Technician Apprenticeship Program (PTAP) Porsche facilities in Eastvale, California;

1 unchanged sentence

and Easton, Pennsylvania

Volvo Tekniker Apprenticeship Program Avondale, Arizona and Volvo facility in Ridgeville, South Carolina

Tesla START Collision Long Beach, California

UTI Student-Paid MSATs

3 unchanged sentences

Advanced Training

BMW FastTrack Avondale, Exton, Houston, Long Beach, Orlando, Lisle, Miramar

Cummins Engines Avondale, Exton, Houston

Cummins Power Generation Avondale

Daimler Trucks Finish First Program Avondale, Lisle, Orlando

Ford Accelerated Credential Training (FACT) Avondale, Rancho Cucamonga, Sacramento, Orlando, Lisle, Mooresville, Bloomfield, Exton, Houston

BMW FastTrack Avondale, Arizona;

Exton, Pennsylvania;

Houston, Texas;

Long Beach, California;

Orlando, Florida;

Lisle, Illinois;

Miramar, Florida

Cummins Engines Avondale, Arizona;

Exton, Pennsylvania;

Houston, Texas

Cummins Power Generation Avondale, Arizona

Daimler Trucks Finish First Program Avondale, Arizona;

Lisle, Illinois;

Orlando, Florida

Ford Accelerated Credential Training (FACT) Avondale, Arizona;

Rancho Cucamonga, California;

Sacramento, California;

Orlando, Florida;

Lisle, Illinois;

Mooresville, North Carolina;

Bloomfield, New Jersey;

Exton, Pennsylvania;

Houston, Texas

General Motors Technician Career Training Avondale, Arizona

Mopar TEC by Fiat Chrysler Automobiles US LLC Mooresville, North Carolina

Toyota Professional Automotive Technician (TPAT) Rancho Cucamonga, California

UTI Student-Paid MSAT Programs Offered Location

General Motors Technician Career Training Avondale

Mopar TEC by Fiat Chrysler Automobiles US LLC Mooresville

Toyota Professional Automotive Technician (TPAT) Lisle, Rancho Cucamonga

Manufacturer Specific Training

American Honda Motor Company, Inc.

Avondale, Orlando

BMW Motorrad of North America, LLC Avondale, Orlando

Harley-Davidson Motor Company Avondale, Orlando

Kawasaki Motors Corporation, USA Avondale, Orlando

Mercury Marine Orlando

Phoenix, Arizona;

Orlando, Florida

BMW Motorrad of North America, LLC Phoenix, Arizona;

Orlando, Florida

Harley-Davidson Motor Company Phoenix, Arizona;

Orlando, Florida

Kawasaki Motors Corporation, USA Phoenix, Arizona;

Orlando, Florida

Mercury Marine Orlando, Florida

Suzuki Motor of America, Inc.

Avondale, Orlando

Volvo Penta of the Americas Orlando

Yamaha Motor Corporation, USA Avondale, Orlando

Phoenix, Arizona

Volvo Penta of the Americas Orlando, Florida

Yamaha Motor Corporation, USA Phoenix, Arizona;

Orlando, Florida

UTI Military Base Programs

In addition to the MSATs noted above, in partnership with the military and select industry partners, UTI has been developing and implementing advanced training programs for transitioning veterans at select military base locations.

In addition to the MSATs noted above, in partnership with the military and select industry partners, UTI has advanced training programs for transitioning veterans at select military base locations.

Military base programs differ from UTI’s traditional MSATs in that the students do not complete the traditional core programs at a UTI campus before entering these advanced training programs.

6 unchanged sentences

BMW Military Service Technician Education Program Marine Corps Base Camp Pendleton in California

Army Base Fort Liberty in North Carolina

Army Base Fort Bragg in North Carolina

Penske Premier Truck Group Technician Skills Program Fort Bliss in El Paso, Texas

UTI Affordability and Accessibility

During the year ended September 30, 2024, tuition for UTI programs ranged from approximately $20,000 for the Industrial Maintenance Technician or Wind Turbine Technician programs (lasting 30 weeks) to $67,000 for the Automotive and Diesel program (lasting 90 weeks).

During the year ended September 30, 2025, tuition for UTI programs ranged from approximately $18,000 for the Wind Power Technician programs (lasting 30 weeks) to $69,000 for the Automotive and Diesel program (lasting 90 weeks).

During the year ended September 30, 2025, the average annual revenue per UTI student was approximately $35,100, net of scholarships or grants funded by the institution.

2 unchanged sentences

In response to growing demand for trained technicians, UTI industry partners and employers are increasingly willing to participate in the UTI students’ cost of education by providing them with scholarship money and relocation assistance to attend school and by offering UTI graduates tuition reimbursement plans and competitive compensation and benefit packages, including signing bonuses, relocation grants and tool incentives.

There are nearly 7,100 employer location incentive opportunities for UTI students, which when made available make the UTI training programs more affordable for students and may provide them with valuable relationships or employment opportunities following graduation.

There are over 9,100 employer location incentive opportunities for UTI students, which when made available make the UTI training programs more affordable for students and may provide them with valuable relationships or employment opportunities following graduation.

Concorde Schools and Programs

Concorde offers certificate, diploma or degree programs in the healthcare field at campuses across the United States under the Concorde Career Colleges or Concorde Career Institute brands.

The majority of Concorde’s short and core programs are 8 to

36 weeks in duration.

The majority of Concorde’s short and core programs are 8 to 38 weeks in duration.

Clinical programs are 30 to 120 week programs.

4 unchanged sentences

California (Garden Grove) 1968 Dental Assistant;

Dental Hygiene;

Medical Assistant;

Pharmacy Technician;

Vocational Nursing;

Dental Hygiene;

Physical Therapist Assistant;

1 unchanged sentence

Sterile Processing Technician;

Vocational Nursing

California (North Hollywood) 1968 Dental Assistant;

Medical Assistant;

Vocational Nursing;

Physical Therapist Assistant;

2 unchanged sentences

Surgical Technology;

Vocational Nursing

California (San Bernardino) 1968 Dental Assistant;

Dental Hygiene;

Medical Assistant;

Vocational Nursing;

Neurodiagnostic Technology;

Polysomnographic Technology;

Dental Hygiene;

Respiratory Therapy;

Surgical Technology;

Neurodiagnostic Technology;

Diagnostic Medical Sonography

California (San Diego) 1968 Dental Assistant;

Medical Assistant;

Vocational Nursing

Cardiovascular Sonography;

California (San Diego) 1968 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

Physical Therapist Assistant;

Surgical Technology;

Colorado (Aurora) 1969 Dental Assistant;

Medical Assistant;

Practical Nursing;

Cardiovascular Sonography;

Vocational Nursing

Colorado (Aurora) 1969 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

Physical Therapist Assistant;

Practical Nursing;

Radiologic Technology;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology;

Bachelor of Science in Nursing

Florida (Jacksonville) 1978 Dental Assistant;

Florida (Jacksonville) 1978 Cardiovascular Sonography;

Dental Assistant;

Diagnostic Medical Sonography;

Medical Assistant;

Nursing Practice;

Phlebotomy Technician;

Practical Nursing;

Sterile Processing Technician;

Cardiovascular Sonography;

Dental Hygiene;

Diagnostic Medical Sonography;

Physical Therapist Assistant;

Practical Nursing;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology

Florida (Miramar) 1987 Dental Assistant;

Florida (Miramar) 1987 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Medical Assistant;

Occupational Therapist Assistant;

Pharmacy Technician;

Phlebotomy Technician;

Sterile Processing Technician;

Occupational Therapist Assistant;

Physical Therapist Assistant;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology

Florida (Orlando) 2010 Dental Assistant;

Florida (Orlando) 2010 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

2 unchanged sentences

Sterile Processing Technician;

Dental Hygiene;

Surgical Technology

Florida (Tampa) 1987 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Florida (Tampa) 1987 Dental Assistant;

Medical Assistant;

1 unchanged sentence

Phlebotomy Technician;

Sterile Processing Technician;

Cardiovascular Sonography;

Dental Hygiene;

Diagnostic Medical Sonography;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology

3 unchanged sentences

Medical Office Professional;

Medical Assisting;

Medical Office Professional;

Phlebotomy Technician;

Sterile Processing Technician

Missouri (Kansas City) 1986 Dental Assistant;

Missouri (Kansas City) 1986 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

1 unchanged sentence

Phlebotomy Technician;

Practical Nursing;

Sterile Processing Technician;

Cardiovascular Sonography;

Dental Hygiene;

Diagnostic Medical Sonography;

Physical Therapist Assistant;

Practical Nursing;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology;

Bachelor of Science in Nursing

Oregon (Portland) 1969 Dental Assistant;

Oregon (Portland) 1969 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

Practical Nursing;

Polysomnographic Technology;

Cardiovascular Sonography;

Diagnostic Medical Sonography;

Practical Nursing;

Respiratory Therapy;

Sterile Processing Technician;

Surgical Technology

Tennessee (Memphis) 1981 Dental Assistant;

Tennessee (Memphis) 1981 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Massage Therapy;

1 unchanged sentence

Medical Office Professional;

Pharmacy Technician;

Phlebotomy Technician;

Polysomnographic Technology;

Cardiovascular Sonography;

Dental Hygiene;

Diagnostic Medical Sonography;

Neurodiagnostic Technology;

1 unchanged sentence

Occupational Therapy Assistant;

Pharmacy Technician;

Phlebotomy Technician;

Physical Therapist Assistant;

Polysomnographic Technology;

Radiologic Technology;

2 unchanged sentences

Surgical Technology

Concorde Location Year Campus Opened Current Principal Programs

Texas (Dallas) 2010 Dental Assistant;

Medical Assistant;

Vocational Nursing;

Cardiovascular Sonography;

Texas (Dallas) 2010 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

Phlebotomy Technician;

3 unchanged sentences

Surgical Technology;

Vocational Nursing

Texas (Grand Prairie) 2001 Dental Assistant;

Dental Hygiene;

Medical Assistant;

Neurodiagnostic Technology;

Phlebotomy Technician;

1 unchanged sentence

Sterile Processing Technician;

Vocational Nursing;

Dental Hygiene;

Surgical Technology;

Neurodiagnostic Technology

Texas (San Antonio) 2010 Dental Assistant;

Medical Assistant;

Cardiovascular Sonography;

Vocational Nursing

Concorde Location Year Campus Opened Current Principal Programs

Texas (San Antonio) 2010 Cardiovascular Sonography;

Dental Assistant;

Dental Hygiene;

Diagnostic Medical Sonography;

Medical Assistant;

Phlebotomy Technician;

3 unchanged sentences

Surgical Technology

Online 2013 Dental Assistant;

Online 2013 Dental Hygiene;

Healthcare Administration;

Medical Office Administration;

20 unchanged sentences

Dental Hygiene 2011 Qualifications for licensure as a Registered Dental Hygienist Entry-level dental hygienist

Concorde Program Year Established Program Focus Target Job Placement (1)

Diagnostic Medical Sonography 2021 Use special imaging equipment that directs sound waves into a patient’s body to assess and diagnose various medical conditions Entry-level obstetrics and gynecology sonographer or entry-level abdominal sonographer

1 unchanged sentence

Upon completion of the program, professional certifications may be required Entry-level neurodiagnostic technician in neurology-related departments of hospitals, clinics and the private offices of neurologists and neurosurgeons

Concorde Program Year Established Program Focus Target Job Placement (1)

Nursing Practice 2016 Qualifications for licensure as a registered nurse Entry-level registered nurse positions after passing the state board licensure exam

12 unchanged sentences

Concorde Affordability and Accessibility

During the year ended September 30, 2024, tuition for Concorde programs ranged from approximately $1,000 for the Phlebotomy program (lasting approximately 8 weeks) to $96,000 for the Dental Hygiene program in California (lasting approximately 90 weeks).

During the year ended September 30, 2024, the average annual revenue per Concorde student was

approximately $29,000, net of scholarships or grants funded by the institution.

During the year ended September 30, 2025, tuition for Concorde programs ranged from approximately $1,000 for the Phlebotomy program (lasting approximately 8 weeks) to approximately $99,000 for the Dental Hygiene program (lasting approximately 90 weeks).

During the year ended September 30, 2025, the average annual revenue per Concorde student was approximately $30,000, net of scholarships or grants funded by the institution.

We are focused on making the Concorde training more affordable and accessible through financing options, institutional and relocation grants, and scholarships based on need and merit.

2 unchanged sentences

Student Enrollment

UTI enrolls students throughout the year with courses typically starting every three to eleven weeks.

Concorde enrolls students throughout the year with core terms starting every month and clinical terms starting every ten weeks.

UTI enrolls students throughout the year with courses typically starting every three to twelve weeks.

Concorde enrolls students throughout the year with core terms starting every month and clinical terms starting every ten or sixteen weeks.

The table below outlines our new student starts, average full-time students, and end of period full-time students for both UTI and Concorde.

Year Ended September 30, %

2024 2023 Change

Year Ended September 30, % Change

2025 2024 2023 (1)

Total new student starts 16,339 15,138 14,181 7.9 % 6.7 %

19 unchanged sentences

Together, the campuses and centralized departments coordinate and host career fairs, industry awareness presentations, interview days and employer visits to our campus locations.

We believe that our graduate career services provide our students with a compelling value proposition and enhance the employment opportunities for our graduates and are a competitive differentiator from other education institutions.

The for-profit, postsecondary education industry is highly competitive and highly fragmented, with no one provider controlling significant market share.

We believe that our graduate career services provide our students with a compelling value proposition and enhance the employment opportunities for our graduates.

These graduate career services are a competitive differentiator from other education institutions.

The for-profit, post-secondary education industry is highly competitive and highly fragmented, with no one provider controlling significant market share.

We compete with other institutions that are eligible to receive Title IV funding, including not-for-profit public and private schools, community colleges and for-profit institutions which offer programs similar to ours.

7 unchanged sentences

rather, the sector as a whole provides competition.

Within the for-profit education sector, some of our public company competitors are Adtalem Global Education, Inc., American Public Education, Inc., Lincoln Educational Services Corporation, Perdoceo Education Corporation, and Strategic Education, Inc.

Within the for-profit education sector, some of our public company competitors are Adtalem Global Education, Inc., American Public Education, Inc., Legacy Education, Lincoln Educational Services Corporation, Perdoceo Education Corporation, and Strategic Education, Inc.

We also consider other regional or single location institutions with a larger local presence near one of our campuses to be competitors.

2 unchanged sentences

Human Capital Management

As of September 30, 2024, we had approximately 3,700 full-time employees, including approximately 1,400 instructors, 550 admissions representatives, and 1,200 student support employees.

Each of our employees plays a key role in our mission to serve students, partners and communities by providing quality education and training for in-demand careers.

We believe that diversity, equity, and inclusion (“DE&I”) among our employees is essential in this process, as a truly innovative educational institution relies on a wealth of backgrounds and experiences to enhance student outcomes.

We have a Director of Diversity, Equity, and Inclusion who is responsible for setting the DE&I strategy and roadmap to ensure that we meet our objectives both internally, of creating a company where everyone feels they belong, and externally, by working closely with our marketing and talent acquisition functions to attract diverse talent.

To attract a truly diverse workforce, we strive to instill a culture where employees are encouraged to draw upon their own unique skills and perspectives when engaging with our growing and diverse student population.

As of September 30, 2025, we had approximately 4,100 employees, including approximately 1,500 instructors, 400 admissions representatives, and 1,500 student support employees.

We believe in creating an environment where innovation thrives and students are able to succeed.

As a forward-thinking educational institution, we know that the best ideas emerge when people feel connected, valued, and empowered to share their perspectives.

Our Director of Engagement leads efforts to build a strong internal culture where engagement and belonging are foundational.

We are committed to cultivating a workplace where individuals feel safe to express themselves, contribute meaningfully, and collaborate across differences in service of our dynamic student population.

Faculty members are hired nationally in accordance with established criteria, applicable accreditation standards and applicable state regulations.

2 unchanged sentences

We provide intensive instructional training and continuing education to our faculty members to maintain the quality of instruction in all fields of study.

A majority of our existing instructors have a minimum of five years’ experience in the industry and an average of six years of experience teaching at UTI and four years of experience teaching at Concorde.

A majority of our existing instructors have a minimum of five years’ experience in the industry and an average of seven years of experience teaching at UTI and four years of experience teaching at Concorde.

We employ field, military and campus-based admissions representatives who work directly with prospective students to facilitate the enrollment process.

3 unchanged sentences

“Risk Factors.”

Sustainability and Environmental Matters

Sustainability

We recognize the importance of the Company’s role in sustainability.

Through the leadership of the Company’s Nominating and Corporate Governance Committee of the Board of Directors, the Company regularly examines sustainability as it relates to shareholder value.

The Company’s primary focus on quality post-secondary education is one of the 17 Sustainable Development Goals established by the United Nations.

Additionally, the Company is designated as having strong sustainability performance, also known as “Prime Designation,” by the ISS ESG Corporate Rating system.

Environmental Matters

UTI uses hazardous materials at its training facilities and campuses and generates small quantities of regulated waste, including, but not limited to, used oil, antifreeze, transmission fluid, paint, solvents, car batteries and aircraft batteries.

result, the UTI facilities and operations are subject to a variety of environmental laws and regulations governing, among other things, the use, storage and disposal of solid and hazardous substances and waste, and the clean-up of contamination at UTI facilities or off-site locations to which UTI sends or has sent waste for disposal.

Certain of the UTI campuses are required to obtain permits for air emissions.

In the event UTI does not maintain compliance with any of these laws and regulations, or if UTI is responsible for a spill or release of hazardous materials, UTI could incur significant costs for clean-up, damages, and fines or penalties.

As a result, the UTI facilities and operations are subject to a variety of environmental laws and regulations governing, among other

things, the use, storage and disposal of solid waste and hazardous substances, and the clean-up of contamination at UTI facilities or off-site locations to which UTI sends or has sent waste for disposal.

Certain UTI campuses are required to obtain permits for air emissions.

If UTI does not maintain compliance with any of these laws, regulations, or permits, or if UTI is found responsible for a spill or release of hazardous materials, UTI could incur significant costs for clean-up, damages, and fines or penalties.

Concorde monitors and follows all regulatory guidelines for any bloodborne pathogens, chemicals, or gases that the school purchases and uses.

Concorde has biohazardous waste that is produced in many of its programs including, but not limited to, disposables contaminated with blood and body fluids and contaminated sharps such as needles.

Where applicable, the programs use appropriate decontamination, cleaning, and sterilizing methods and processes on all required reusable products or equipment.

Multiple Concorde educational programs generate biohazardous waste, including, but not limited to, disposables contaminated with blood and body fluids and contaminated sharps such as needles.

Where applicable, the programs use appropriate decontamination, cleaning, and sterilization methods and processes on all required reusable products or equipment.

Concorde programs also purchase and use many different chemicals and substances for skills practice and cleaning.

These chemicals and substances are handled per the manufacturer guidelines, and the MSDS lists are maintained at the campus per regulations in the event of any adverse reaction.

These chemicals and substances are handled per the manufacturer guidelines, and the safety data sheets are maintained at the campus per regulations in the event of any spill, release, exposure, or adverse reaction.

Concorde contracts with several vendors for approved and appropriate disposal of any chemical products or contaminated bloodborne pathogen items.

Some of Concorde’s programs utilize gases including, but not limited to, Oxygen and Nitrous Oxide.

Some of Concorde’s programs use gases including, but not limited to, Oxygen and Nitrous Oxide.

These gases are purchased from commercial vendors and are stored, maintained, and disposed of per the manufacturer and regulatory guidelines.

6 unchanged sentences

Generally, to participate in Title IV Programs, an institution must be licensed or otherwise legally authorized to operate in the state where it is physically located, be accredited by an accreditor recognized by ED, be certified as an eligible institution by ED, offer at least one eligible program of education, and comply with other statutory and regulatory requirements.

We also are subject to oversight by other federal agencies, including the Consumer Financial Protection Bureau (“CFPB”), the Securities and Exchange Commission (“SEC”), the Federal Trade Commission (“FTC”), the Internal Revenue Service and the Departments of Veterans Affairs (“VA”), Defense (“DOD”), Treasury, Labor, and Justice.

On the federal level, we also are subject to oversight by other agencies, including the Consumer Financial Protection Bureau (“CFPB”), the Securities and Exchange Commission (“SEC”), the Federal Trade Commission (“FTC”), the Internal Revenue Service, the Federal Aviation Administration and the Departments of Veterans Affairs (“VA”), Defense (“DOD”), Treasury, Labor, and Justice.

At the state level, we are subject to oversight by higher education coordinating boards or commissions, state departments of education, professional licensing boards for specific programs, and, in some cases, consumer protection or attorney general offices that oversee advertising, recruiting, and student-related business practices.

Below, we discuss certain elements of this regulatory environment.

1 unchanged sentence

State Authorization

To operate and offer postsecondary programs, and to be certified to participate in Title IV Programs, each of our institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”).

To operate and offer post-secondary programs, and to be certified to participate in Title IV Programs, each of our institutions must obtain and maintain authorization from the state in which it is physically located (“Home State”).

To engage in educational or recruiting activities outside of its Home State, each institution also may be required to obtain and maintain authorization from the states in which it is educating or recruiting students.

3 unchanged sentences

Many states have requirements for institutions to disclose institutional data to current and prospective students, as well as to the public, and some states require that our schools meet prescribed performance standards as a condition of continued approval.

States can and often do revisit, revise, and expand their regulations governing postsecondary education and recruiting.

States can and often do revisit, revise, and expand their regulations governing post-secondary education and recruiting.

Institutions that offer distance education instruction outside of their Home State must comply with federal regulations governing state authorization for distance education in order to participate in the Title IV student financial aid programs.

All UTI institutions and the Concorde Jacksonville, Florida, Kansas City, Missouri, and Memphis, Tennessee institutions are

authorized to participate in the State Authorization Reciprocity Agreement (“SARA”).

All UTI institutions and the Concorde Jacksonville, Florida, Kansas City, Missouri, and Memphis, Tennessee institutions are authorized to participate in the State Authorization Reciprocity Agreement (“SARA”).

SARA is an agreement among member states, districts and territories of the United States of America that establishes comparable national standards for interstate offering of post-secondary distance education courses and programs.

2 unchanged sentences

Virgin Islands have joined SARA.

Each of our institutions holds the state or SARA authorizations required to operate and offer postsecondary education programs, and to recruit in the states in which it engages in recruiting activities.

Each of our institutions holds the state or SARA authorizations required to operate and offer post-secondary education programs, and to recruit in the states in which it engages in recruiting activities.

We also have received approval from the Accrediting Commission of Career Schools and Colleges (“ACCSC”) and the Council on Occupational Education (“COE”) to offer blended format programs that utilize both distance and on-ground education.

Additionally, we have received approvals from all required state education authorizing agencies to offer blended format programs.

We continue to work to ensure that we comply with applicable distance education rules and standards.

We also will closely monitor any new rulemakings that concern state authorization or distance education.

State Licensing Boards

Many educational programs leading to professional licensure in a regulated profession require approval from, and are subject to, ongoing oversight by state agencies or boards.

For example, certain Concorde healthcare programs, such as the Vocational Nursing, Practical Nursing, Dental Assistant, Massage Therapy, and Nursing Practice (RN) programs, require and have obtained state licensure.

For example, certain Concorde healthcare programs, such as the Vocational Nursing, Practical Nursing, Dental Assistant, Dental Hygiene, Massage Therapy, and Nursing Practice (“RN”) programs, require and have obtained state licensure.

Such programs are required to meet the standards of the state licensure agency or board and Concorde must periodically renew these licenses by completing a comprehensive license renewal process.

3 unchanged sentences

All of the UTI institutions and 13 of the Concorde institutions are accredited by the ACCSC.

The remaining two Concorde institutions are accredited by the COE.

The remaining three Concorde institutions are accredited by the COE.

Both ACCSC and COE are accrediting agencies recognized by ED.

11 unchanged sentences

UTI Campus Accreditation Expiration Renewal Status

Miramar, Florida (3)

September 2024 In Process

Houston, Texas (MIAT) (1)

Canton, Michigan (1)

July 2026 Renewed

Long Beach, California (1)

September 2027 Renewed

Exton, Pennsylvania (2)

October 2028 Renewed

Dallas, Texas (2)

March 2029 Renewed

Austin, Texas (1)

May 2029 Renewed

Sacramento, California (2)

December 2029 Renewed

Mooresville, North Carolina (2)

December 2029 Renewed

UTI Campus Accreditation Expiration Renewal Status

Miramar, Florida February 2030 Renewed

Avondale, Arizona (3)

8 unchanged sentences

February 2030 Renewed

Avondale, Arizona;

Motorcycle Mechanics Institute (MMI) (2)

May 2025 Renewed

Phoenix, Arizona May 2030 Renewed

Bloomfield, New Jersey (2)

May 2030 Renewed

Canton, Michigan (MIAT) (1)

July 2026 Renewed

Long Beach, California (1)

September 2027 Renewed

Exton, Pennsylvania (2)

October 2028 Renewed

Worth, Texas (2)

March 2029 Renewed

Austin, Texas May 2029 Renewed

Sacramento, California (2)

December 2029 Renewed

Mooresville, North Carolina;

NASCAR Technical Institute (NASCAR Tech) (2)

December 2029 Renewed

(1) Indicates a school that has achieved School of Distinction status during its most recent renewal of accreditation, which recognizes accredited member schools that demonstrated a commitment to the expectations and rigors of ACCSC accreditation, as well as a commitment to delivering quality educational programs to students.

(2) Indicates a school that has achieved School of Excellence status during its most recent renewal of accreditation, which recognizes ACCSC-accredited institutions for their commitment to the expectations and rigors of ACCSC accreditation, as well as the efforts made by the institution in maintaining high levels of achievement among their students.

(3) Due to scheduling and resource limitations, an institution’s grant of accreditation at times may expire on its face prior to the completion of a renewal cycle.

In such cases, the institution’s accreditation remains in place until the renewal cycle is complete, and a new grant of accreditation is issued.

Concorde Campus Accreditor Accreditation Expiration Renewal Status

Tampa, Florida (5)

Garden Grove, California (4)

ACCSC May 2025 In Process

Jacksonville, Florida (5)

ACCSC August 2024 In Process

Garden Grove, California ACCSC May 2025 In Process

Miramar, Florida ACCSC May 2025 In Process

San Bernardino, California ACCSC November 2025 In Process

Grand Prairie, Texas ACCSC December 2025 In Process

Aurora, Colorado ACCSC February 2026 Renewed

Kansas City, Missouri (including Online) ACCSC November 2026 Renewed

San Bernardino, California (4)

ACCSC November 2025 In Process

Aurora, Colorado ACCSC February 2026 In Process

Kansas City, Missouri (including Online) ACCSC November 2026 In Process

Orlando, Florida (3)

ACCSC December 2026 Renewed

Portland, Oregon ACCSC February 2027 Renewed

Portland, Oregon COE February 2027 Renewed

Dallas, Texas ACCSC April 2027 Renewed

3 unchanged sentences

Memphis, Tennessee COE September 2027 Renewed

Concorde Campus Accreditor Accreditation Expiration Renewal Status

Southaven, Mississippi COE September 2027 Renewed

North Hollywood, California ACCSC June 2028 Renewed

Tampa, Florida ACCSC May 2029 Renewed

Jacksonville, Florida ACCSC August 2029 Renewed

Miramar, Florida ACCSC May 2030 Renewed

Grand Prairie, Texas ACCSC December 2030 Renewed

(3) Indicates a school that achieved the School of Excellence status on their previous accreditation cycle, but are awaiting any awards for the current renewal cycle.

(4) Due to scheduling and resource limitations, an institution’s grant of accreditation at times may expire on its face prior to the completion of a renewal cycle.

2 unchanged sentences

In addition to institutional accreditation, programmatic accreditation may be required for particular educational programs.

Programmatic accreditors review specialized and professional programs in a range of fields and disciplines within an institution to ensure the public that an academic program has undergone a rigorous review process and been found to meet high standards for educational quality.

Programmatic accreditors review specialized and professional programs in a range of fields and disciplines within an institution to ensure that an academic program has undergone a rigorous review process and been found to meet high standards for educational quality.

Certain Concorde healthcare programs, including the Physical Therapist Assistant, Dental Hygiene, Neurodiagnostic Technology, Polysomnographic Technology, Respiratory Therapy, Surgical Technology, Radiologic Technology, Diagnostic Medical Sonography, Cardiovascular Sonography, Practical Nursing, Pharmacy Technician, and Occupational Therapy Assistant programs, have obtained programmatic accreditation.

Such programs are required to meet the standards of their programmatic accreditor and Concorde must periodically renew these accreditations by completing a comprehensive programmatic accreditation renewal process.

Such programs are

required to meet the standards of their programmatic accreditor and Concorde must periodically renew these accreditations by completing a comprehensive programmatic accreditation renewal process.

The One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

OBBBA includes several significant provisions affecting institutions of higher education and the broader higher education sector.

Under OBBBA, Congress approved amendments to the HEA that, among other things, revised certain Title IV Programs, including provisions that condition the eligibility of educational programs on compliance with earnings benchmarks that compare the median earnings of program completers only in degree programs to the median earnings of working adults with lesser credentials (colloquially called the “Do No Harm” provisions), and other provisions that will limit or reduce the amount of Title IV Program funding that may be available to some higher education students.

OBBBA also enacted regulatory changes to the “borrower defense to repayment” and “closed school loan discharge” regulations.

As described in “Title IV Program Rulemakings,” ED has announced its intention to conduct negotiated rulemaking regarding the education-related provisions of OBBBA.

We are currently analyzing the changes made by OBBBA, but the impact of these and other changes to the HEA enacted as part of OBBBA, and of related future regulatory and policy changes, is unknown at this time.

Title IV Programs

The federal government provides a substantial part of its support for postsecondary education through Title IV Programs in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible to participate by ED.

Title IV grants include Federal Pell Grants (the “Pell Grants”) and Federal Supplemental Education Opportunity Grants (“FSEOG”).

The federal government provides a substantial part of its support for post-secondary education through Title IV Programs in the form of grants and loans to students who can use those funds at any institution that has been certified as eligible to participate by ED.

Title IV grants include Federal Pell Grants (the “Pell Grants”) and Federal Supplemental Educational Opportunity Grants (“FSEOG”).

Pell Grants are available to eligible undergraduate students who demonstrate financial need and who have not already received a baccalaureate degree.

8 unchanged sentences

All of our institutions are certified to participate in Title IV Programs.

The HEA, which authorizes Title IV Programs, has not been comprehensively reauthorized since 2008.

Despite repeated attempts, Congress has not completed a full reauthorization since then.

The HEA, which authorizes Title IV Programs, has not been comprehensively reauthorized since 2008, despite repeated attempts by Congress.

In addition to HEA reauthorization, policies directly related to Title IV Programs and funding for those programs may be impacted by the annual budget and appropriations process as well as by other legislation.

At this time, we cannot predict all or any of the changes that Congress may ultimately make, and any of those changes could potentially have a material adverse effect on our business and operations.

Overall, in fiscal year 2024, across our institutions, we derived approximately 78% of our revenues, on a cash basis, from Title IV Programs and various veterans’ programs.

We derived approximately 45% of our revenues, on a cash basis, from the Direct Loan program, pursuant to which ED makes loans to students or their parents.

Overall, in fiscal 2025, across our institutions, we derived approximately 78% of our revenues, on a cash basis, from Title IV Programs and various veterans’ programs.

Of this total amount, we derived approximately 43% of our revenues, on a cash basis, from the Direct Loan program, pursuant to which ED makes loans to students or their parents.

We derived approximately 23% of our revenues, on a cash basis, from the Pell Program.

3 unchanged sentences

The HEA defines an “institution” as a main campus and its additional locations.

Pursuant to this definition, ED recognizes the Company as owning and operating sixteen institutions (“OPE IDs”), organized as follows:

Pursuant to this definition, ED recognizes the Company as owning and operating fifteen institutions (“OPE IDs”), organized as follows:

Institution Main Campus Additional Campuses (if any)

3 unchanged sentences

Universal Technical Institute, Rancho Cucamonga, California;

NASCAR Technical Institute, Mooresville, North Carolina

Universal Technical Institute of Phoenix Universal Technical Institute DBA Motorcycle Mechanics Institute, Motorcycle & Marine Mechanics Institute, Avondale, Arizona Universal Technical Institute, Sacramento, California;

Universal Technical Institute, Orlando, Florida for the following divisions:

Motorcycle Mechanics Institute, Orlando, Florida;

Marine Mechanics Institute, Orlando, Florida;

Automotive, Orlando, Florida

Universal Technical Institute, Mooresville, North Carolina

Universal Technical Institute of Phoenix Universal Technical Institute, Phoenix, Arizona Universal Technical Institute, Sacramento, California;

Universal Technical Institute, Orlando, Florida

Universal Technical Institute of Texas Universal Technical Institute, Houston, Texas Universal Technical Institute, Exton, Pennsylvania;

Universal Technical Institute, Dallas/Ft.

Worth, Texas;

Universal Technical Institute, Dallas, Texas;

Universal Technical Institute, Bloomfield, New Jersey;

Universal Technical Institute, Austin, Texas

Michigan Institute of Aeronautics MIAT College of Technology, Canton, Michigan MIAT College of Technology, Houston, Texas

Universal Technical Institute of Canton Universal Technical Institute, Canton, Michigan

Concorde Career College, North Hollywood, California Concorde Career College, North Hollywood, California

3 unchanged sentences

Concorde Career College, Aurora, Colorado and Dallas, Texas Concorde Career College, Aurora, Colorado Concorde Career College, Dallas, Texas

Concorde Career College, Portland, Oregon Concorde Career College, Portland, Oregon

Concorde Career Institute, Jacksonville, Florida Concorde Career Institute, Jacksonville, Florida Concorde Career Institute, Orlando, Florida

Concorde Career College, Memphis, Tennessee and Southaven, Mississippi Concorde Career College, Memphis, Tennessee Concorde Career College, Southaven, Mississippi

Concorde Career Institute, Tampa, Florida Concorde Career Institute, Tampa, Florida

Concorde Career College, Memphis, Tennessee;

Portland, Oregon;

and Southaven, Mississippi Concorde Career College, Memphis, Tennessee Concorde Career College, Southaven, Mississippi;

Concorde Career College, Portland, Oregon

Concorde Career Institute, Miramar, Florida Concorde Career Institute, Miramar, Florida

7 unchanged sentences

The Program Participation Agreement (“PPA”) document serves as ED’s formal recognition that an institution and its associated additional locations have satisfied this requirement and are authorized to participate in Title IV Programs for a specified period of time.

An institution seeking to expand its activities in certain ways, such as opening an additional location or raising the highest academic credential it offers, must obtain approval from ED.

An institution seeking to expand its activities in certain ways, such as opening an additional location or raising the highest

academic credential it offers, must obtain approval from ED.

Every participating institution is also required to periodically renew its certification by applying for continued certification before its current term of certification expires.

1 unchanged sentence

Each of our institutions participates in the Title IV Programs through a PPA.

Those institutions that recently have been acquired (MIAT and Concorde) participate pursuant to a provisional PPA, which is standard for institutions that have recently undergone a change in ownership or control.

Those institutions we acquired within the last five years (MIAT and Concorde) participate pursuant to provisional PPAs, which is standard for institutions that have recently undergone a change in ownership or control.

ED may, in certain circumstances, also place an institution on a provisional PPA if it finds that the institution does not fully satisfy all of the eligibility and certification standards.

3 unchanged sentences

As a condition of participation in Title IV Programs, proprietary institutions must agree when they sign their PPA to comply with the 90/10 rule.

Under the 90/10 rule, to remain eligible to participate in the federal student aid programs, a proprietary institution must derive at least 10% of its revenue from sources other than “Federal education assistance funds.” “Federal education assistance funds” are defined as “federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution.”

Under the 90/10 rule, to remain eligible to participate in the federal student aid programs, a proprietary institution must derive at least 10% of their revenue from sources other than “Federal education assistance funds.” “Federal education assistance funds” are defined as “federal funds that are disbursed or delivered to or on behalf of a student to be used to attend such institution.”

We regularly monitor compliance with the 90/10 requirement to minimize the risk that any of our institutions would derive more than the allowable maximum percentage of its revenue from Federal education assistance funds for any fiscal year.

13 unchanged sentences

This has significantly decreased the default rates starting with the 2019 Cohort, and resulted in a 0% default rate for the 2020, 2021 and 2022 Cohort Rate for all UTI institutions.

An institution whose cohort default rate exceeds 30% in consecutive fiscal years may be subject to conditions and restrictions and will lose eligibility if the rate remains above 30% three years in a row.

An institution also will lose eligibility if its rate

exceeds 40% for any fiscal year.

An institution also will lose eligibility if its rate exceeds 40% for any fiscal year.

An institution whose three-year cohort default rate is 15% or greater for any one of the three preceding years is subject to a 30-day delay in receiving the first disbursement on federal student loans for first-time borrowers.

None of our institutions had a three-year cohort default rate of 7% or greater for 2021, 2020, or 2019, which are the three most recent FFYs with published rates.

All of our institutions had a three-year cohort default rate of 0% for 2022, 2021, or 2020, which are the three most recent FFYs with published rates.

Financial Responsibility

All institutions participating in Title IV Programs also must satisfy specific ED standards of financial responsibility.

Among other things, an institution must meet all of its financial obligations, including required refunds to students and any Title IV Program liabilities and debts, be current in its debt payments, comply with certain past performance requirements, and not receive an adverse, qualified, or disclaimed opinion by its accountants in its audited financial statements.

Each year, ED also evaluates institutions’ financial responsibility by calculating a “composite score,” which measures an institution’s overall financial health.

The composite score utilizes information provided in the institutions’ annual audited financial statements and is based on three ratios:

Among other things, an institution must meet all of its financial obligations, including making required refunds to students and any Title IV Program liabilities and debts, being current in its debt payments, complying with certain past performance requirements, and not receiving an adverse, qualified, or disclaimed opinion by its accountants in its audited financial statements.

Each year, ED also evaluates institution’s financial responsibility by calculating a “composite score,” which measures an institution’s overall financial health.

The composite score utilizes information provided in the institution’s annual audited financial statements and is based on three ratios:

(1) the equity ratio which measures the institution’s capital resources, ability to borrow and financial viability;

15 unchanged sentences

However, the composite score calculations and resulting requirements imposed on our institutions are subject to determination by ED once it receives and reviews our audited financial statements.

On October 31, 2023, ED published new regulations on financial responsibility that became effective July 1, 2024.

Among other things, the new financial responsibility regulations significantly modify and expand the mandatory and discretionary triggering events that require an institution to post a letter of credit or other form of financial protection with ED.

The financial responsibility regulations include certain mandatory and discretionary triggering events that require an institution to post a letter of credit or other form of financial protection with ED.

The rules provide that a separate letter of credit of not less than 10% of the institution’s prior year Title IV receipts is required for each mandatory or discretionary triggering event, such that multiple triggering events could subject an institution to substantial cumulative financial protection obligations.

Examples of mandatory triggering events in the new regulations include an action by ED to recoup adjudicated borrower defense to repayment claims where the potential amount of recovery would cause the institution’s recalculated composite score to drop below 1.0.

As an example, a mandatory triggering event would be an action by ED to recoup adjudicated borrower defense to repayment claims where the potential amount of recovery would cause the institution’s recalculated composite score to drop below 1.0.

Specified discretionary triggers, which provide ED flexibility on whether to require a letter of credit based on the financial impact the triggering event would have on the institution, include the existence of pending group-process borrower defense to repayment claims.

We did not have any triggering events for our year ended September 30, 2024.

We did have a triggering event for our year ended September 30, 2025 with the transition of our MIAT Houston, Texas campus to our UTI Houston, Texas campus in December 2024 for which there were no additional stipulations placed by the ED.

Borrower Defense to Repayment

Under the HEA and its implementing regulations, students may file a claim with ED to discharge their federal Direct Loans (or Direct Consolidated Loans) if, generally, they believe their institution misled them or engaged in other misconduct related

to the making of their federal loans or the provision of their educational services.

This is referred to as a “borrower defense to repayment” or “BDR” claim.

1 unchanged sentence

It is generally the case that an individual BDR claim would be adjudicated by an ED staff member and any subsequent recoupment process initiated by ED would be overseen by a hearing official.

But the specific standards and processes that apply vary depending on when the underlying loan was made, and certain versions of the law permit the formation of a group claims process by ED.

On November 1, 2022, the Biden administration promulgated a revised version of the BDR rule, which took effect on July 1, 2023.

On August 7, 2023, the U.S.

Court of Appeals for the Fifth Circuit issued a nationwide preliminary injunction, enjoining the implementation of the borrower defense and closed school provisions of that rule.

While this case is decided, the previous versions of the borrower defense and closed school provisions are in effect.

But the specific standards and processes that apply vary depending on when the underlying loan was made, and certain versions of

the law permit the formation of a group claims process by ED.

Pursuant to OBBBA, the BDR rule promulgated in 2022 is not in effect for loans that first originate before July 1, 2035, and the 2019 BDR rule is restored and revived as such regulations were in effect on the date it was promulgated.

According to data released by ED in response to Freedom of Information Act requests, over 600,000 BDR claims had been filed against 4,900 institutions of higher education (or about 83% of Title IV-eligible institutions of higher education) by December 31, 2022.

1 unchanged sentence

On June 22, 2022, the parties in Sweet, et al.

Miguel Cardona and the United States Department of Education reached a settlement agreement which generally provided that all BDR claims filed prior to June 22, 2022 would be discharged with no or minimal adjudication by July 28, 2025.

Linda McMahon, et al.

reached a settlement agreement (the “Sweet Settlement”) which generally provided that all BDR claims filed prior to June 22, 2022 would be discharged with no or minimal adjudication by July 28, 2025.

Also, because these discharges would be managed without input from the schools alleged to have engaged in misconduct, such claims could not serve as the basis of a recoupment action against a school.

For any borrower who attended Concorde, as well as 152 other named schools, and had a BDR claim pending as of June 22, 2022, the borrower will receive “Full Settlement Relief.” Full Settlement Relief means that the federal student loan(s) associated with the borrower’s attendance at the school will be discharged, ED will refund any amounts paid to ED on those loans, and the credit tradeline for those loans will be deleted from the borrower’s credit report.

Any borrower who attended Concorde, as well as 152 other named schools, and had a BDR claim pending as of June 22, 2022, will receive “Full Settlement Relief.” Full Settlement Relief means that the federal student loan(s) associated with the borrower’s attendance at the school will be discharged, ED will refund any amounts paid to ED on those loans, and the credit tradeline for those loans will be deleted from the borrower’s credit report.

The Sweet Settlement also provided that BDR claims filed between June 22, 2022 and November 15, 2022 would be adjudicated no later than January 28, 2026, or would be automatically discharged.

Schools would have the opportunity to review and respond to this group of claims, and also could be subject to recoupment actions for any loan amounts discharged.

In fall 2023, ED began providing institutions with BDR claims filed in the June to November 2022 period.

Schools would have the opportunity to review and respond to this group of claims, and they also could be subject to recoupment actions for any loan amounts discharged.

In fall 2023, ED began providing institutions with BDR claims filed in the June-November 2022 period.

In doing so, ED acknowledged that it was not conducting any substantive review of the applications ( e.g ., determining whether an application asserts a valid basis for a BDR claim) before sending them to institutions.

In late 2023, ED provided us with a de minimis number of BDR claims that had been filed by former UTI and MIAT students.

Then, in late February 2024, ED began providing us with approximately 2,500 BDR claims from former students of our Concorde institutions.

Then, in late February 2024, ED provided us with the first subset of approximately 2,500 BDR claims from former students of our Concorde institutions.

While these BDR claims were filed with ED during the June 22, 2022 to November 15, 2022 time period noted above, the borrowers filing the claims may have been in attendance many years prior to that date, including, in some instances, more than 20 years ago.

4 unchanged sentences

If ED were to discharge some amount of loans, ED will, at a later date, determine whether to engage in a separate proceeding to recoup such amount from the applicable school.

This process would take place before a hearing official, and the school would have an opportunity to contest the recoupment.

This process would take place before a hearing official, and the applicable school would have an opportunity to contest the recoupment.

Substantial Misrepresentation

2 unchanged sentences

Incentive Compensation

The “incentive compensation” prohibition forbids institutions from providing any commission, bonus, or other incentive payment based in any part, directly or indirectly, on success in securing enrollments or the award of financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds.

We believe our compensation practices for our admissions representatives comply with the current

regulations and ED’s guidance.

We will continue to evaluate other compensation options under these regulations and guidance.

The “incentive compensation” prohibition forbids institutions from providing any commission, bonus, or other incentive payment based in any part, directly or indirectly, on success in securing enrollments or the awarding of financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of Title IV Program funds.

Gainful Employment/Financial Value Transparency

The HEA requires all programs offered by proprietary institutions, and all non-degree programs offered by public and private non-profit institutions, to “prepare students for gainful employment in a recognized occupation.” On October 10, 2023, ED published its Financial Value Transparency and Gainful Employment Rule (the “GE Rule”), effective July 1, 2024.

The HEA requires all Title IV programs offered by proprietary institutions, and all Title IV non-degree programs offered by public and private non-profit institutions, to “prepare students for gainful employment in a recognized occupation.” On October 10, 2023, ED published its Financial Value Transparency and Gainful Employment Rule (the “GE Rule”), effective July 1, 2024.

This rule covers all Title IV-participating programs at all Title IV-participating institutions of higher education.

Under the GE Rule, all institutions will be required to report to ED an extraordinary array of data for their Title IV-participating programs and students.

Under the GE Rule, all institutions are required to report to ED an extraordinary array of data for their Title IV-participating programs and students.

Utilizing the reported data, ED will calculate and disclose debt-to-earnings (“D/E”) rates and an “Earnings Premium” for every Title IV-participating program on a new “program information website.” Upon finalizing the D/E rates and Earnings Premium, ED will issue a notice of determination to the institution informing it of the D/E rates and Earnings Premium measure for each program, as well as whether each program is passing or failing, and the consequences of that determination.

Failing programs will be subject to a range of sanctions.

Most significantly, a GE Program, meaning Title IV non-degree programs offered by public and private non-profit institutions and all Title IV programs offered by proprietary institutions, becomes ineligible for federal financial aid if the program (1) fails the D/E rates test in two out of any three consecutive award years for which the program’s D/E rates are calculated, or (2) fails the Earnings Premium test in two out of any three consecutive award years for which the program’s Earnings Premium is calculated.

D/E rates and an Earnings Premium for each program also will be calculated and disclosed to prospective and current students and will be labeled “low-earning” or “high-debt-burden,” per ED determination.

As of September 30, 2024, ED has pushed back twice the reporting by schools of this information:

first from July 31, 2024 to October 1, 2024, and then from October 1, 2024 to January 15, 2025.

Most significantly, a GE Program, meaning Title IV non-degree programs offered by public and private non-profit institutions and all Title IV programs offered by proprietary institutions, becomes ineligible for federal financial aid if the program (1) fails the D/E rate test in two out of any three consecutive award years for which the program’s D/E rates are calculated, or (2) fails the Earnings Premium test in two out of any three consecutive award years for which the program’s Earnings Premium is calculated.

A D/E rate and an Earnings Premium for each program also will be calculated and disclosed to prospective and current students and will be labeled “low-earning” or “high-debt-burden,” per ED determination.

Title IV Program Rulemakings

1 unchanged sentence

We devote significant effort to understanding the effects of ED regulations and rulemakings on our business and to developing compliant solutions that also are congruent with our business, culture, and mission to serve our students and industry relationships.

ED has recently undertaken, or proposed to undertake, rulemakings on the following topics:

• On October 28, 2022, ED published a final rule amending regulations governing Pell Grants for prison education programs, the 90/10 rule, and changes in ownership and control, effective July 1, 2023.

On November 1, 2022, ED published a final rule governing borrower defense to repayment claims, closed school loan discharges, pre-dispute arbitration and class action waiver clauses, interest capitalization on Federal student loans, Public Student Loan Forgiveness, total and permanent disability discharges, and false certification discharges, also effective July 1, 2023.

• On October 10, 2023, ED published a final rule related to financial value transparency and gainful employment, effective July 1, 2024.

On October 31, 2023, ED published final rules relating to (1) financial responsibility, (2) administrative capability, (3) certification procedures, and (4) ability to benefit, effective July 1, 2024.

• ED established a Student Loan Relief Committee to consider revisions to sections of 34 C.F.R.

Parts 30, 682 and 685 addressing provisions related to the modification, waiver, release or compromise of Federal student loans.

The Student Loan Relief Committee completed four negotiating sessions in October, November and December 2023 and February 2024.

On April 17, 2024, ED issued a Notice of Proposed Rulemaking announcing proposed regulatory changes addressing the Secretary’s discretionary authority to waive loan repayment obligations.

ED has collected comments on the proposed regulatory changes but has not yet issued final regulatory updates.

• ED established a Program Integrity and Institutional Quality Committee to consider proposed changes to regulations addressing (1) the Secretary’s recognition of accrediting agencies;

(2) institutional eligibility, including State authorization;

(3) distance education;

(4) return of Title IV funds;

(5) cash management;

and (6) the Federal TRIO Programs.

ED also announced a Federal TRIO Programs Subcommittee to include additional expertise and to make recommendations to the full committee on the subject.

The full Committee met for three negotiating sessions in January, February and March 2024, and the Subcommittee met twice in January and February 2024.

On July 24, 2024, ED issued a Notice of Proposed Rulemaking announcing proposed regulatory changes addressing (1) distance education;

(2) return of Title IV funds;

and (3) the Federal TRIO Programs.

ED has collected comments on the proposed regulatory changes but has not yet issued final regulatory updates.

ED also has not yet announced any

proposed regulatory changes addressing (1) the Secretary’s recognition of accrediting agencies;

(2) institutional eligibility, including State authorization;

and (3) cash management.

ED Non-Discrimination Rulemakings

As a condition of receiving federal financial assistance, we are responsible for complying with applicable laws and regulations promulgated by ED regarding non-discrimination.

On April 29, 2024, ED published a final rule (the “2024 Title IX Rule”) amending the regulations implementing Title IX of the Education Amendments of 1972, effective August 1, 2024 (the “Title IX Rules”).

This rule represents a significant revision of the Title IX Rules.

As of September 30, 2024, pursuant to various Federal court orders, ED enjoined from enforcing the 2024 Title IX Rule in 26 states, including Florida, Missouri, Mississippi, Tennessee, and Texas, and at schools of a list of institutions identified by a federal district court in Kansas, including Universal Technical Institute of Arizona Inc.

As of September 30, 2024, ED also has indicated that it will be proposing a rule to amend regulations related to nondiscrimination on the basis of disability.

On July 25, 2025, ED announced its intention to name two new negotiated rulemaking committees to consider issues related to the Title IV programs, including changes necessary to implement provisions of OBBBA.

• The Reimagining and Improving Student Education (“RISE”) Committee will look at potential changes to the Federal student loan programs, including loan limits and repayment plans, institutional flexibility to limit loans, and loan default issues.

• The Accountability in Higher Education and Access through Demand-driven Workforce Pell (“AHEAD”) Committee will focus on accountability issues, the Pell Grant program, and other aspects of the Title IV programs, including the so-called Do No Harm provision in OBBBA, Financial Value Transparency and Gainful Employment, and Workforce Pell eligibility.

Non-Discrimination

As a condition of receiving federal financial assistance, we are responsible for complying with applicable laws and regulations promulgated by ED regarding non-discrimination, including those relating to Title IX of the Education Amendments of 1972, Title VI of the Civil Rights Act of 1964, and Section 504 of the Rehabilitation Act of 1973.

Other Benefit or Aid Programs

3 unchanged sentences

Some of our students receive financial aid from VA benefit programs.

In 2024, we derived approximately 11% of our revenues, on a cash basis, from veterans’ benefits programs, which include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and VA Vocational Rehabilitation.

In fiscal 2025, we derived approximately 11% of our revenues, on a cash basis, from veterans’ benefits programs, which include the Post-9/11 GI Bill, the Montgomery GI Bill, the Reserve Education Assistance Program (“REAP”) and VA Vocational Rehabilitation.

To continue participation in veterans’ benefits programs, an institution must comply with certain requirements established by the VA, including that the institution report on the enrollment status of eligible students;

7 unchanged sentences

The VA imposes limitations on the percentage of students per program receiving benefits under certain veterans’ benefits programs, unless the program qualifies for certain exemptions.

This rule, the 85/15 Rule, prohibits paying VA benefits to students enrolling in a program when more than 85% of the students enrolled in that program are having any portion of their tuition, fees, or other charges paid for them by the school or VA.

This rule, the 85/15 Rule, prohibits paying VA benefits to

students enrolling in a program when more than 85% of the students enrolled in that program are having any portion of their tuition, fees, or other charges paid for them by the school or VA.

If the ratio of supported students to non-supported students exceeds 85% at the time a new VA student enters or reenters (such as after a break in enrollment), the student cannot be certified to receive benefits in the program.

1 unchanged sentence

Additionally, the VA requires a campus be in operation for two years before it can apply to participate in VA benefit programs.

With the exception of our two newest campuses in Austin, Texas and Miramar, Florida which opened between May and August 2022, all of our campuses are eligible to participate in VA education benefit programs.

All of our campuses are currently eligible to participate in VA education benefit programs.

In 2012, President Obama signed an Executive Order directing the DOD, VA and ED to establish “Principles of Excellence” (“Principles”), based on certain guidelines set forth in the Executive Order, to apply to educational institutions receiving federal funding for service members, veterans and family members.

6 unchanged sentences

however, some installations will not provide MOUs to institutions that do not teach at the installation.

We continue to strengthen and

develop relationships with our existing contacts and with new contacts in order to maintain and rebuild our access to military installations.

State Financial Aid Programs

5 unchanged sentences

These agencies have varying processes and criteria for evaluating a change of control and may elect to attach conditions to the continued approval of the acquired school following the closing of the transaction.

The approvals granted by ED after completing the acquisitions of both MIAT and Concorde, for example, include increased reporting and notification obligations, as well as requirements that neither school group may add new programs or locations, or change existing programs.

Existing program content at each school group may be changed so long as the credit and contact hours reported to ED do not change.

Existing campuses may be moved to new locations in the area, which allows schools to keep program content current and to relocate to improved facilities.

Such restrictions on new campuses and programs typically remain in place for the time required for ED to review two years of audited financials for the acquired school under the new ownership.

The approvals granted by ED after completing the acquisitions of both MIAT and Concorde, for example, included increased reporting and notification obligations, as well as requirements that neither school group could add new programs or locations, or change existing programs.

Such restrictions on new campuses and programs generally remain in place for the time required for ED to review two years of audited financials for the acquired school under the new ownership.

However, ED provides institutions that are able to satisfy certain requirements the opportunity to initiate growth plans before this period has expired.

MIAT has completed and submitted two years of audited financials under UTI ownership and anticipates being able to seek new program and campus approvals during fiscal 2026.

Concorde, for its part, was able to demonstrate to ED that it satisfies the agency’s requirements for initiating growth plans prior to completing two fiscal years under UTI ownership, which included the posting of a $19.6 million letter of credit, and as such, has been granted permission to begin seeking new program and campus approvals.

Consumer Protections Laws and Regulations

As a postsecondary educational institution, we are subject to a broad range of consumer protection and other laws, such as those that relate to recruiting, marketing, the protection of personal information, student financing and payment servicing.

As a post-secondary educational institution, we are subject to a broad range of consumer protection and other laws, such as those that relate to recruiting, marketing, the protection of personal information, student financing and payment servicing.

Such laws and regulations are enforced by federal agencies including the Federal Trade Commission (“FTC”) and the Consumer Financial Protection Bureau (“CFPB”) and by various state agencies and state attorneys general.

1 unchanged sentence

generally explained the source and scope of the CFPB’s regulatory authority;

and advised that, after it reviewed the requested materials, the CFPB “anticipates providing guidance regarding whether UTI is subject to CFPB’s supervisory authority.” We have provided the requested information and are awaiting further guidance, if any, from the CFPB.

and advised that, after it reviewed the requested materials, the CFPB “anticipates providing guidance regarding whether UTI is

subject to CFPB’s supervisory authority.” We have provided the requested information and are awaiting further guidance, if any, from the CFPB.

Both UTI and Concorde, along with 68 other proprietary institutions, received an October 6, 2021 letter from the FTC providing notice that engaging in deceptive or unfair conduct in the education marketplace violates consumer protection laws and could lead to significant civil penalties.

The notice stated that an institution’s receipt of the letter “does not reflect any assessment as to whether they have engaged in deceptive or unfair conduct,” and the FTC did not request any information.

We devote significant effort to complying with state and federal consumer protection laws.

UTI has not received any other correspondence from the FTC.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website at www.uti.edu under the “Investor Relations - Financial Information - SEC Filings” captions, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website at www.uti.edu under the “Investor Relations - Financials - SEC Filings” captions, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Reports of our executive officers, directors and any other persons required to file securities ownership reports under Section 16(a) of the Exchange Act are also available through our website.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business