What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-26 compared with 2024-12-05 · 320 added, 368 removed, 1371 unchanged (33% of the section changed)

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OTHER INFORMATION

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

On August 21, 2025 , Robert T.

DeVincenzi , the Chairman of the Board , adopted a programmed plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1(c) (the "10b5-1 Plan").

The 10b5-1 Plan was entered into during an open trading window, provides for a first possible trade date of February 9, 2026, and terminates automatically on the earlier of the execution of all trades contemplated by the 10b5-1 Plan or June 9, 2027 .

The aggregate number of shares to be sold pursuant to the 10b5-1 Plan is 64,210 shares of common stock held by Mr.

During the quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company, other than Mr.

DeVincenzi, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Grant Chief Executive Officer

Christine C.S.

Kline Interim Chief Financial Officer and Chief Accounting Officer

Smith Executive Vice President, Chief Academic Officer

Bruce Schuman Executive Vice President, Chief Financial Officer

Hitchcock Executive Vice President, Chief Operating Officer

Christopher E.

Kevane Executive Vice President, Chief Legal Officer

Hitchcock Executive Vice President, Chief Strategy and Transformation Officer

Carolyn Frank Senior Vice President, Chief Human Resources Officer

Smith Senior Vice President, Chief Information Officer

Smith Executive Vice President, Chief Academic Officer

Lorenz Senior Vice President, UTI Division President

Kevin Prehn Senior Vice President, Concorde Division President

Carolyn Frank Senior Vice President, Chief Human Resources Officer

Adrienne DeTray Senior Vice President, Chief Information Officer

Christine C.S.

Kline Senior Vice President, Chief Accounting Officer

Name Position

DeVincenzi Chairman of the Board

Brochick Director

Grant Chief Executive Officer

Brochick Director

LTG (R) William J.

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(Incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q dated May 7, 2021.)

3.3 Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock.

(Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant on June 24, 2016.)

3.3 Certificate of Designation, Preferences and Rights of Series E Junior Participating Preferred Stock.

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333-109430).)

4.2 Registration Rights Agreement dated June 24, 2016 by and between the Registrant and Coliseum Holdings I, LLC.

(Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant on June 24, 2016.)

4.2 Rights Agreement, dated as of June 29, 2016, by and between the Registrant and Computershare Inc., as Rights Agent.

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(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 11, 2013.)

Exhibit Number Description

10.5.2* Form of Restricted Stock Unit Agreement.

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 10, 2014.)

Exhibit Number Description

10.5.3* Form of Performance Unit Award Agreement.

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Severance Plan, as amended October 1, 2019, (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on September 24, 2019.)

10.11 Securities Purchase Agreement dated June 24, 2016, between the Registrant and Coliseum Holdings I, LLC.

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant on June 24, 2016.)

10.11* Employment Agreement, dated November 1, 2019, by and between the Registrant and Jerome A.

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10.20 Consent Letter, dated June 26, 2023, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association, and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to the Form 10-Q dated August 8, 2023).

Exhibit Number Description

10.21 First Amendment to Credit Agreement, dated August 16, 2023, by and among, Universal Technical Institute, Inc., and the other loan parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 29, 2023).

10.22* Universal Technical Institute, Inc., Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2024).

Exhibit Number Description

10.23* Form of Restricted Stock Unit Agreement under Amended and Restated 2021 Equity Incentive Plan effective as of March 7, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2024).

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(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed with the SEC on August 7, 2024).

10.27+ Third Amendment to Credit Agreement, dated September 26, 2024, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association and the other loan parties thereto.

19.1+ Insider Trading Policy

10.26 Third Amendment to Credit Agreement, dated September 26, 2024, by and among Universal Technical Institute, Inc., Fifth Third Bank, National Association and the other loan parties thereto (incorporated by reference to Exhibit 10.27 to the Form 10-K filed with the SEC on December 5, 2024).

10.27* Offer Letter with Bruce Schuman , dated January 27, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10- Q filed with the SEC on May 8, 2025).

19.10 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed with the SEC on December 5, 2024).

21.1+ Subsidiaries of the Registrant.

23.1+ Consent of Deloitte & Touche LLP.

24.1 Power of Attorney.

(Included on signature page.)

24.1 Power of Attorney (Included on signature page to this An nual Report on Form 10-K ) .

31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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97.1* Universal Technical Institute, Inc.

Recovery of Erroneously-Awarded Incentive Compensation Policy, adopted September 20, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Prior Report on Form 10-K dated December 1, 2023).

101.INS Inline XBRL Instance Document.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

December 5, 2024 UNIVERSAL TECHNICAL INSTITUTE, INC.

November 26, 2025 UNIVERSAL TECHNICAL INSTITUTE, INC.

/s/ Jerome A.

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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerome A.

Grant and Christine C.S.

Grant, Bruce Schuman and Christine C.S.

Kline, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents related to this report and filed pursuant to the Securities Exchange Act of 1934, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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/s/ Jerome A.

Chief Executive Officer (Principal Executive Officer) December 5, 2024

Chief Executive Officer (Principal Executive Officer) November 26, 2025

/s/ Bruce Schuman

Executive Vice President, Chief Financial Officer

(Principal Financial Officer) November 26, 2025

Bruce Schuman

/s/ Christine C.S.

Interim Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer & Principal Accounting Officer) December 5, 2024

Kline Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer) November 26, 2025

Christine C.S.

/s/ Robert T.

Chairman of the Board December 5, 2024

Chairman of the Board November 26, 2025

/s/ George W.

Brochick Director December 5, 2024

Brochick Director November 26, 2025

/s/ William J.

Director December 5, 2024

Director November 26, 2025

/s/ Shannon L.

Director December 5, 2024

Director November 26, 2025

/s/ Loretta L.

Sanchez Director December 5, 2024

Sanchez Director November 26, 2025

/s/ Christopher S.

Director December 5, 2024

Director November 26, 2025

Christopher S.

/s/ Michael A.

Slubowski Director December 5, 2024

Director December 5, 2024

Slubowski Director November 26, 2025

Director November 26, 2025

/s/ Kenneth R.

Director December 5, 2024

Director November 26, 2025

UNIVERSAL TECHNICAL INSTITUTE, INC.

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Management’s Report on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No .

Consolidated Balance Sheets as of September 30, 202 5 and 2 024

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2024, of the Company and our report dated December 5, 2024, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2025, of the Company and our report dated November 26, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Tempe, Arizona

December 5, 2024

November 26, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 5, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 26, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

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• Recalculated the expected collection rate based on the actual collection rates of the loan portfolio for the most recent 10 years.

• Evaluated the reasonableness of the length of historical collection experienced used by comparing it to the weighted average term of the portfolio of loans.

• Evaluated the reasonableness of the length of historical collection experience used by comparing it to the weighted average term of the portfolio of loans.

• Evaluated the underlying historical loan data by making selections of loans included in the data population and traced to source documentation, and recalculated the amount of the loan due as of the reporting date.

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Tempe, Arizona

December 5, 2024

November 26, 2025

We have served as the Company's auditor since 2015.

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Restricted cash 6,769 5,572

Held-to-maturity investments 41,784 —

Receivables, net 46,078 31,096

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Common stock, $ 0.0001 par value, 100,000 shares authorized, 54,512 and 53,899 shares issued, and 54,430 and 53,817 shares outstanding as of September 30, 2025 and 2024, respectively

Preferred stock, $ 0.0001 par value, 10,000 shares authorized;

0 and 676 shares of Series A Convertible Preferred Stock issued and outstanding, liquidation preference of $ 100 per share as of September 30, 2024 and 2023, respectively

Paid-in capital - common 226,031 220,976

Paid-in capital - preferred — 66,481

Treasury stock, at cost, 82 shares as of September 30, 2025 and 2024

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Income from operations 83,469 58,891 21,399

Other (expense) income:

Other income (expense):

Interest income 6,173 6,314 5,861

Interest expense ( 5,633 ) ( 9,471 ) ( 9,656 )

Other income (expense) 496 483 ( 438 )

Total other (expense) income, net ( 2,661 ) ( 3,312 ) ( 1,933 )

Other income 265 496 483

Total other income (expense), net 805 ( 2,661 ) ( 3,312 )

Income before income taxes 84,274 56,230 18,087

Income tax (expense) benefit ( 14,229 ) ( 5,765 ) 5,407

Income tax expense ( 21,256 ) ( 14,229 ) ( 5,765 )

Net income 63,018 42,001 12,322

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Shares Amount Shares Amount Shares Amount

Balance as of September 30, 2021 32,915 $ 3 700 $ — $ 142,314 $ 68,853 ( 82 ) $ ( 365 ) $ ( 21,996 ) $ ( 279 ) $ 188,530

Balance at September 30, 2022 33,857 $ 3 676 $ — $ 148,372 $ 66,481 ( 82 ) $ ( 365 ) $ ( 1,307 ) $ 2,213 $ 215,397

Net income — — — — — — — — 12,322 — 12,322

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Stock-based compensation — — — — 3,848 — — — — — 3,848

Preferred stock conversion 724 — ( 24 ) — 2,372 ( 2,372 ) — — — — —

Preferred stock cash dividends declared — — — — — — — — ( 5,069 ) — ( 5,069 )

Unrealized gain on interest rate swap, net of taxes — — — — — — — — — 250 250

Balance as of September 30, 2022 33,857 $ 3 676 $ — $ 148,372 $ 66,481 ( 82 ) $ ( 365 ) $ ( 1,307 ) $ 2,213 $ 215,397

Balance at September 30, 2023 34,157 $ 3 676 $ — $ 151,439 $ 66,481 ( 82 ) $ ( 365 ) $ 5,946 $ 2,463 $ 225,967

Net income — — — — — — — — 42,001 — 42,001

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Shares withheld for payroll taxes ( 189 ) — — — ( 2,227 ) — — — — — ( 2,227 )

Stock-based compensation — — — — 3,848 — — — — — 3,848

Preferred stock cash dividends declared — — — — — — — — ( 5,069 ) — ( 5,069 )

Unrealized gain on interest rate swap, net of taxes — — — — — — — — — 250 250

Balance as of September 30, 2023 34,157 $ 3 676 $ — $ 151,439 $ 66,481 ( 82 ) $ ( 365 ) $ 5,946 $ 2,463 $ 225,967

Net income — — — — — — — — 42,001 — 42,001

Issuance of common stock under employee plans 634 — — — — — — — — — —

Shares withheld for payroll taxes ( 189 ) — — — ( 2,227 ) — — — — — ( 2,227 )

Preferred stock conversion 19,297 2 ( 643 ) — 63,204 ( 63,206 ) — — — — —

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Balance at September 30, 2024 53,899 $ 5 — $ — $ 220,976 $ — ( 82 ) $ ( 365 ) $ 38,509 $ 1,106 $ 260,231

Net income — — — — — — — — 63,018 — 63,018

Issuance of common stock under stock-based compensation plans 586 — — — — — — — — — —

Shares withheld for payroll taxes ( 183 ) — — — ( 4,755 ) — — — — — ( 4,755 )

Stock-based compensation — — — — 9,151 — — — — — 9,151

Issuance of common stock upon exercise of stock options 210 — — — 659 — — — — — 659

Unrealized loss on interest rate swap, net of taxes — — — — — — — — — ( 194 ) ( 194 )

Balance at September 30, 2025 54,512 $ 5 — $ — $ 226,031 $ — ( 82 ) $ ( 365 ) $ 101,527 $ 912 $ 328,110

The accompanying notes are an integral part of these consolidated financial statements.

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Amortization of right-of-use assets for operating leases 23,827 21,861 20,604

Intangible asset impairment expense — — 2,000

Provision for credit losses 22,144 7,547 3,319

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Cash paid for acquisitions, net of cash acquired — — ( 16,381 )

Return of capital contribution from unconsolidated affiliate — — 188

Net cash used in investing activities ( 87,879 ) ( 24,002 ) ( 44,066 )

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Proceeds from revolving credit facility 26,000 41,000 90,000

Proceeds from term loans — — 38,000

Debt issuance costs related to long-term debt — — ( 516 )

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Payment of payroll taxes on stock-based compensation through shares withheld ( 4,755 ) ( 2,227 ) ( 781 )

Proceeds from stock option exercises 659 — —

Net cash (used in) provided by financing activities ( 42,793 ) ( 51,345 ) 81,846

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Conversion of Series A Preferred Stock — 63,206 —

CARES Act funds received for student emergency grants (See Note 24) — — 6,689

CARES Act funds disbursed for student emergency grants (See Note 24) — — ( 6,919 )

The accompanying notes are an integral part of these consolidated financial statements.

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Note 1 - Business Description

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:

The company offers high-quality education and 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 learnings 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 (“MMI”), NASCAR Technical Institute, 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 and skilled trades 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.

Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers.

UTI works closely with multiple original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals.

Concorde Career Colleges (“Concorde”):

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 certain number of hours in a clinical setting or externship, depending upon their program of study.

We acquired Concorde on December 1, 2022.

See Note 4 on “Acquisitions” for additional information.

“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments.

“ Corporat e” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments.

Additional information about our reportable segments is presented in Note 23.

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Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, the proprietary loan program, allowance for credit losses, investments, property and equipment, goodwill recoverability, self-insurance claim liabilities, income taxes, contingencies and stock-based compensation.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, the proprietary loan program, allowance for credit losses, property and equipment, goodwill recoverability, self-insurance claim liabilities, income taxes, contingencies and stock-based compensation.

We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances.

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Fair Value of Financial Instruments

The carrying value of cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, deferred tuition, and debt approximates their respective fair value as of September 30, 2024 and 2023 due to the short-term nature of these instruments or variable interest rates which approximate market rates.

The carrying value of cash equivalents, restricted cash, investments, accounts receivable, accounts payable, accrued liabilities, deferred tuition, and debt approximates their respective fair value as of September 30, 2025 and 2024 due to the short-term nature of these instruments or variable interest rates which approximate market rates.

Restricted Cash

Restricted cash includes funds held as collateral for certain of the surety bonds that our insurers issue on behalf of our campuses and admissions representatives with multiple states which are required to maintain authorization to conduct our business, funds transferred in advance of loan purchases under the proprietary loan program and funds held for students from Title IV financial aid program funds that result in credit balances on a student’s account.

Additionally, we have letters of credit with some of our landlords in connection with leased campuses.

Proprietary Loan Program

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Both Concorde and UTI offer certain students retail installment contracts as a payment vehicle for the portion of the tuition that is not covered by federal student financial aid or other funding sources.

The retail installment contracts are due from current and former students, are generally due over a period of up to five years , and bear interest at market rates ranging from

The retail installment contracts are due from current and former students, are generally due over a period of up to five years , and bear interest at market rates ranging from 0 percent to 15 percent.

Starting in fiscal year 2023, retail installment contracts are being issued at interest rates between 0

UNIVERSAL TECHNICAL INSTITUTE, INC.

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percent to 9 percent.

Starting in fiscal year 2023, retail installment contracts are being issued at interest rates between 0 percent to 9 percent.

Due to the fact that there is no interest imposed on certain of the retail installment contracts, primarily while students are actively completing their selected programs, we calculate the imputed interest expense on the retail installment contracts.

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We use an internal group of collectors, augmented by third party collectors as deemed appropriate, in our collection efforts.

Although we believe that our allowance is adequate, if the financial condition of our students deteriorates, resulting in their ability to make payments, or if we underestimate the allowances required, additional allowances may be necessary, which would result in increased selling, general and administrative expenses in the period such determination is made.

Although we believe that our allowance is adequate, if the financial condition of our students deteriorates, resulting in their inability to make payments, or if we underestimate the allowances required, additional allowances may be necessary, which would result in increased selling, general and administrative expenses in the period such determination is made.

Property and Equipment

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Goodwill and Intangible Assets

Our goodwill balance of $ 28.5 million as of September 30, 2024 resulted from our MMI, MIAT and Concorde acquisitions.

Our goodwill balance of $ 28.5 million as of September 30, 2025 resulted from our Motorcycle Mechanics Institute and Marine Mechanics Institute, MIAT College of Technology and Concorde acquisitions.

Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed.

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Our claim liabilities are based on estimates, and while we believe the amounts accrued are adequate, the ultimate losses may differ from the amounts provided.

Our recorded liability related to self-insurance plans was $ 4.8 million as of September 30, 2024 and are included in accrued compensation and benefits within “Accounts payable and accrued expenses”.

Our recorded liability related to self-insurance plans was $ 5.5 million and $ 4.8 million as of September 30, 2025 and 2024, respectively.

These liabilities are included in accrued compensation and benefits within “Accounts payable and accrued expenses.”

We lease the majority of our administrative and educational facilities under operating lease agreements.

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We issue stock-based compensation awards to certain members of management as well as our non-employee directors.

We granted restricted stock units with service only conditions (“RSUs”) and restricted stock units with both service and performance conditions (“Performance PSUs”) during the year ended September 30, 2024.

We granted RSUs and restricted stock units with service, performance, and market conditions (“Market PSUs”) during the years ended September 30, 2023 and 2022.

We granted RSUs and restricted stock units with service, performance, and market conditions (“Market PSUs”) during the year ended September 30, 2023.

We did not grant any stock options during the years ended September 30, 2025, 2024 or 2023.

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Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and receivables.

We do also on occasion invest in short-term held-to-maturity investments.

We do also on occasion invest in held-to-maturity investments.

We place our cash and cash equivalents and restricted cash with high quality financial institutions and limit the amount of credit exposure with any one financial institution.

As of September 30, 2025, we held cash and cash equivalents of $ 127.4 million and restricted cash of $ 6.8 million.

There were no short-term held-to-maturity investments outstanding as of September 30, 2024.

We extend credit for tuition and fees, for a limited period of time, to a majority of our students.

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Any regulatory violation could be the basis for the initiation of potential adverse actions, including a suspension, limitation, placement on reimbursement status or termination proceeding, which could have a material adverse effect on our business.

ED and other regulators have increased the frequency and severity of their enforcement actions against postsecondary schools which have resulted in the imposition of material liabilities, sanctions, letter of credit requirements and other restrictions and, in some cases, resulted in the loss of schools’ eligibility to receive Title IV funds or in closure of the schools.

ED and other regulators have increased the frequency and severity of their enforcement actions against post-secondary schools which have resulted in the imposition of material liabilities, sanctions, letter of credit requirements and other restrictions and, in some cases, resulted in the loss of schools’ eligibility to receive Title IV funds or in closure of the schools.

If any of our institutions were to lose its eligibility to participate in federal student financial aid programs, the students at that institution would lose access to funds derived from those programs and would have to seek alternative sources of funds to pay

UNIVERSAL TECHNICAL INSTITUTE, INC.

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(In thousands, except per share amounts)

their tuition and fees.

Students obtain access to federal student financial aid through an ED prescribed application and eligibility certification process.

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The receipt of financial aid funds reduces the student’s amounts due to us and has no impact on revenue recognition, as the transfer relates to the source of funding for the costs of education, which may occur either through Title IV or other funds and resources available to the student.

Reclassifications

During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the optimal structure to achieve future growth goals and support the business.

In furtherance of the foregoing, we executed an internal reorganization of our operations to fully transition our operating and reporting model to support a multi-divisional business.

Each of the reportable segments now has dedicated accounting, finance, information technology, and human resources teams.

Additionally, certain human resources and information technology costs that benefit the entire organization are now allocated across the UTI, Concorde and Corporate segments each period based upon relative headcount.

As a result, additional costs have moved from the Corporate segment into the UTI segment and to a lesser extent the Concorde segment, as resources were redirected to support each segment’s objectives.

Due to these changes in allocation methodology, the segment disclosures in Note 22 for the and year ended September 30, 2023 and 2022 have been recast from the prior years presentation for comparability to the current year presentation.

Note 3 - Recent Accounting Pronouncements

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Early adoption is permitted, and the amendments should be applied retrospectively.

This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026.

We are currently evaluating the impact this ASU may have on our financial statement disclosures.

This ASU is effective for our Form 10-K for fiscal 2025, and as a result we have added the additional required disclosures in Note 23.

Effective in Fiscal 2026

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Effective in Fiscal 2027

In March 2024, the SEC issued final rules to enhance public company disclosures related to the risks and impacts of climate-related matters.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.

The new rules, if adopted, include requirements to disclose Scope 1 and Scope 2 greenhouse gas emissions and other climate-related

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments – Credit Losses (Topic 326‑20):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets.

Entities are required to disclose whether they elected the practical expedient and, if applicable, the cut‑off date for evaluating subsequent collections.

This new guidance is effective on a prospective basis for annual periods beginning after December 15, 2025 and interim reporting periods beginning after December 15, 2026.

Early adoption is permitted in both interim and annual financial statements that have not yet been issued.

We are currently evaluating the impact this ASU may have on our financial statement disclosures.

Effective in Fiscal 2028

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses , which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses.

As clarified in ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the effective date, this new guidance is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim

UNIVERSAL TECHNICAL INSTITUTE, INC.

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(In thousands, except per share amounts)

topics in annual reports and registration statements, when material.

Disclosure requirements will begin phasing in for our Form 10-K for fiscal 2027.

We are currently evaluating the impact this rule may have on our financial statement disclosures.

Effective in Fiscal 2028

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220):

The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

reporting periods beginning after December 15, 2027.

Early adoption is permitted for annual financial statements that have not yet been issued.

We are currently evaluating the impact this ASU may have on our financial statement disclosures.

Effective in Fiscal 2029

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which removes the prescriptive “project stage” model and requires capitalization once management authorizes funding and completion is probable.

Entities must also assess whether significant development uncertainty exists.

The amendments are effective prospectively for fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact this ASU may have on our financial statement disclosures.

Note 4 - Acquisitions

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Right-of-use assets for operating leases 71,153

Goodwill 11,600

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(In thousands, except per share amounts)

Goodwill 11,600

Intangible assets 5,400

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The curriculum was valued using the cost approach.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

The table below presents the final summary of the intangible assets acquired and the useful lives of these assets:

4 unchanged sentences

Total $ 5,400

UNIVERSAL TECHNICAL INSTITUTE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

See Note 10 and Note 11 and for additional details on goodwill and intangible assets.

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In addition, the unaudited pro forma financial information amounts are not indicative of future operating results.

MIAT College of Technology

On November 1, 2021, using available operating cash, we acquired all of the issued and outstanding shares of capital stock of MIAT for $ 26.0 million base purchase price plus $ 2.8 million working capital surplus for total cash consideration paid of $ 28.8 million.

MIAT is a post-secondary school that offers vocational and technical certificates and degrees across aviation maintenance, energy technology, wind energy technology, robotics and automation, non-destructive testing, heating ventilation air conditioning and refrigeration, and welding disciplines.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

In connection with this acquisition, we incurred total transaction costs of $ 1.7 million of which $ 0.9 million were incurred during the year ended September 30, 2022 and $ 0.8 million during the year ended September 30, 2021.

These costs are included in “Selling, general and administrative” expenses in the consolidated statements of operations for the applicable period.

The final allocation of the purchase price at November 1, 2021 is summarized as follows:

Assets acquired:

Cash and cash equivalents $ 2,301

Accounts receivable, net 3,230

Prepaid expenses 268

Other current assets 507

Property and equipment 3,043

Goodwill 8,637

Intangible assets 16,200

Right-of-use assets for operating leases 14,979

Other assets 314

Total assets acquired $ 49,479

Liabilities assumed

Accounts payable and accrued expenses $ 1,720

Deferred revenue 1,843

Operating lease liability, current portion 817

Deferred tax liabilities, net 1,975

Operating lease liability 14,216

Other liabilities 93

Total liabilities assumed 20,664

Net assets acquired $ 28,815

The goodwill of $ 8.6 million arising from the acquisition consists largely of the growth and operating synergies expected from integrating MIAT into UTI.

The total amount of goodwill expected to be deductible for tax purposes is approximately $ 0.6 million.

See Note 9 for additional details on goodwill.

The accreditations and regulatory approvals were valued using the MPEEM under the income approach.

The trademarks and trade names were valued using the relief from royalty method.

The curriculum was valued using the cost approach.

The table below presents a summary of the intangible assets acquired and the useful lives of these assets:

Intangible Asset Useful life Amount

Accreditations and regulatory approvals Indefinite $ 12,800

Trademarks and trade names (1)

Indefinite 3,000

Curriculum 5 years 400

Total $ 16,200

(1) During the fourth quarter of 2022, in conjunction with our growth and diversification initiatives, we completed a branding study and determined that the useful life of the MIAT trademarks and trade name was no longer indefinite, and a four-year finite useful life was more appropriate.

We completed the required impairment testing when changing from an indefinite to a finite useful life for an intangible asset and determined that the carrying value of the MIAT trademarks

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and trade name exceeded its fair value.

We determined the fair value of intangible asset to be $ 1.0 million as of September 30, 2022 using the relief from royalty method and recorded an intangible asset impairment charge of $ 2.0 million during the year ended September 30, 2022.

During the fourth quarter of 2024, we determined it would be appropriate to further shorten the remaining useful life by one year of this trade name given the Company’s rebranding plans.

Pro forma financial information is not presented as revenues and earnings of MIAT were not material to our consolidated statements of operations.

MIAT is included in the “UTI” reportable segment disclosed in Note 22 on Segments.

Note 5 - Revenue from Contracts with Customers

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Deferred revenue represents the excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our consolidated balance sheets because it is expected to be earned within the next 12 months.

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All of our revenues are generated within the United States.

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The advance consideration received from students or Title IV funding is deferred revenue until the training program has been delivered to the students.

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The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students:

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The allowance for credit losses is estimated using our expected uncollectible loss rate applied to the receivable balances for students who are no longer attending school due to graduation or withdrawal or who are in school and have receivable balances in excess of financial aid available to them.

We write off receivable balances against the allowance for credit losses at the time we transfer the balance to a third-party collection agency.

We write off receivable balances against the allowance for credit losses at the time we deem them to be uncollectible.

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(In thousands, except per share amounts)

The following table summarizes the activity for our allowance for credit losses for the years ended September 30, 2025, 2024 and 2023:

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Additions due to opening balance of Concorde acquisition — — 6,740

Additions due to opening balance of MIAT acquisition — — 1,682

Provision for credit losses 22,144 7,547 3,319

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Long-term receivables, net $ 12,214 $ 6,505

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Note 7 - Investments

In February 2025, we invested a portion of our cash and cash equivalents in investments which primarily consist of corporate and government bonds with a minimum credit rating of A.

We have the ability and intention to hold these investments until maturity and therefore classified these investments as held-to-maturity.

We recorded these at amortized cost and presented the bonds maturing in less than one year in “Held-to-maturity investments” and the bonds maturing in greater than one year in “Other assets” on our consolidated balance sheet as of September 30, 2025.

For the year ended September 30, 2024, there were no held-to-maturity investments.

The amortized cost, gross unrealized gains or losses, and fair value of investments classified as held-to-maturity as of September 30, 2025 were as follows:

September 30, 2025

Gross Unrealized Estimated Fair

Corporate and government bonds Amortized Cost Gains Losses Market Value

Due in less than 1 year:

$ 41,784 $ 30 $ ( 1 ) $ 41,813

Due in more than 1 year:

4,234 9 — 4,243

Investments are exposed to various risks, including interest rate, market and credit risk.

As a result, it is possible that changes in the values of these investments may occur and that such changes could affect the amounts reported in the consolidated financial statements.

Note 8 - Fair Value Measurements

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Defined as quoted market prices in active markets for identical assets or liabilities.

Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Defined as unobservable inputs that are not corroborated by market data.

Any transfers of investments between levels occurs at the end of the reporting period.

Any transfers of investments between levels occur at the end of the reporting period.

Assets measured or disclosed at fair value on a recurring basis consisted of the following:

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$ 97,619 $ 97,619 $ — $ —

Corporate and government bonds (2)

46,056 46,056 — —

Notes receivable (3)

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$ 94,772 $ 94,772 $ — $ —

Corporate and government bonds (2)

Notes receivable (3)

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(1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” on our consolidated balance sheets as of September 30, 2025 and 2024.

(2) See Note 7 for further discussion on the corporate and government bonds.

(3) Notes receivable relate to the proprietary loan program and are reflected as “Notes receivable, current portion” and “Notes receivable, less current portion” on our consolidated balance sheets as of September 30, 2025 and 2024.

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Construction in progress — 32,729 6,314

473,001 452,710

Property and equipment, gross 492,109 473,001

accumulated depreciation and amortization ( 206,257 ) ( 208,204 )

Property and equipment, net $ 285,852 $ 264,797

Depreciation expense related to property and equipment was $ 28.6 million and $ 24.6 million for years ended September 30, 2024 and 2023, respectively.

Depreciation and amortization expenses related to property and equipment was $ 32.1 million and $ 28.6 million for years ended September 30, 2025 and 2024, respectively.

Note 10 - Goodwill

Our goodwill balance of $ 28.5 million as of September 30, 2025 and 2024 represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed.

The changes in the carrying value of goodwill for the years ended September 30, 2024 and 2023 are presented in the table below.

Year ended September 30,

Balance at beginning of period $ 28,459 $ 16,859

Additions to goodwill for acquisition of Concorde $ — $ 11,600

Balance at end of period $ 28,459 $ 28,459

Of the $ 28.5 million recorded as goodwill as of September 30, 2025 and 2024, $ 16.9 million relates to the UTI reporting unit and $ 11.6 million relates to the Concorde reporting unit.

There were no changes in goodwill during the years ended September 30, 2025 and 2024.

Note 11 - Intangible Assets

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Note 12 - Leases

As of September 30, 2024, we have facility leases at 29 of our 33 campuses and two non-campus locations under non-cancelable operating or finance leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases.

As of September 30, 2025, we have facility leases at 30 of our 32 operating campuses and two non-campus locations under non-cancelable operating or finance leases.

During the year ended September 30, 2025, we commenced and recorded facility leases for:

the new Concorde co-branded Heartland Dental campus in Fort Myers, Florida which is expected to open in fiscal 2026;

an additional building near our existing UTI Dallas, Texas campus to further expand our program offerings during 2026;

the new UTI Atlanta, Georgia and UTI San Antonio, Texas campuses both of which are slated to open during fiscal 2026;

and the relocation of the Concorde Denver, Colorado campus which is expected to be complete in fiscal 2026.

We also renewed our existing lease at our Concorde San Diego, California campus for an additional 10 years.

Some of our leases contain escalation clauses and requirements to pay other fees associated with the leases.

Our facility leases have original lease terms ranging from 5 to 20 years and expire at various dates through 2037.

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The operating lease expense excludes expense for short-term leases not accounted for under ASC 842, which was not significant for the years ended September 30, 2025, 2024, or 2023.

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Year ended September 30,

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Total net lease expense $ 44,009 $ 42,300 $ 39,136

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Supplemental balance sheet, cash flow and other information related to our leases was as follows:

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Finance leases 6.02 % 6.02 %

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Year ended September 30,

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Lease assets obtained in exchange for new operating lease liabilities (1)

UNIVERSAL TECHNICAL INSTITUTE, INC.

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$ 43,911 $ 3,982 $ 4,568

(1) During the twelve months ended September 30, 2025, we recorded facility leases for the new Concorde co-branded Heartland campus in Fort Myers, Florida, the new UTI Atlanta, Georgia campus, the new UTI San Antonio, Texas campus, the expansion of the UTI Dallas, Texas Campus, and the relocation of the Concorde Denver, Colorado campus.

Additionally, we executed a ten year lease extension for our Concorde San Diego, California campus.

Maturities of lease liabilities were as follows:

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Accounts payable and accrued expenses $ 104,644 $ 83,866

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Note 14 - Debt

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(2) Interest on the Avondale Term Loan (as defined below) accrues at annual rate equal to Term SOFR plus 2.0 % and a tranche adjustment of 0.046 %.

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(3) Interest on the Lisle Term Loan (as defined below) accrues at annual rate equal to the Term SOFR plus 2.0 %.

(4) The finance lease balance as of September 30, 2024 is related to a facility lease with an annual interest rate of 6.02 % that matures in 2029.

(4) The finance lease is related to a facility lease with an annual interest rate of 6.02 % that matures in 2029.

See Note 12 for additional details on our finance leases.

(5) The unamortized debt issuance costs as of September 30, 2024 relate to the Avondale Term Loan and the Lisle Term Loan.

(6) The Revolving Credit Facility, Avondale Term Loan, Lisle Term Loan and finance leases bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2).

(5) The unamortized debt issuance costs relate to the Avondale Term Loan and the Lisle Term Loan.

(6) The Revolving Credit Facility, Avondale Term Loan, Lisle Term Loan and finance lease bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2).

Revolving Credit Facility

On November 18, 2022, we entered into a $ 100.0 million senior secured revolving credit facility with Fifth Third Bank (the “Credit Facility” or “Revolving Credit Facility”), which includes a $ 20.0 million sub facility that is available for letters of credit, for a term of three years .

This agreement provides that borrowings under the Credit Facility will amortize on an interest-only basis during its term with principal able to be borrowed, re-paid and re-borrowed throughout the term of the Credit Facility and with the outstanding principal due and payable at maturity.

Borrowings under the Credit Facility can bear interest at a variable rate of either (a) the greater of 3.50 % or the lender’s Prime rate or (b) either one-month or three-month Term SOFR plus an adjustment of 0.10 - 0.15 %.

Any borrowings will also have an applicable margin that varies from 1.75 % up to 2.25 % based on our total leverage ratio at the time of the borrowing.

In executing the Credit Facility, we incurred $ 0.5 million in debt issuance costs which have been recorded in “Other assets” on the consolidated balance sheets as of September 30, 2024.

On November 28, 2022, we drew $ 90.0 million from the Credit Facility in support of the closing of the Concorde Acquisition.

In December 2022, a $ 1.8 million letter of credit was issued on the Credit Facility, which expired in March 2024.

On September 26, 2024, the Credit Facility was amended to increase the commitment amount to $ 125.0 million and extend the maturity date to November 30, 2027.

We also have the option to request an increase of up to an additional $ 25.0 million, subject to the lender’s discretion to grant such increase.

Under the amended agreement, advances made under the Credit Facility bear interest at per annum rate equal to (i) the Tranche Rate (Term SOFR), (ii) the Daily Simple SOFR rate, or (iii) the Base Rate.

In each case a SOFR rate is selected, an applicable margin that varies from 1.85 % up to 2.35 %, based on our then-current total leverage ratio, is applied.

In executing the amendment, we incurred $ 0.3 million in debt issuance costs which have been recorded in “Other assets” on the consolidated balance sheets as of September 30, 2024.

During the year ended September 30, 2024, we made payments on the Credit Facility of $ 75.0 million and we received proceeds of $ 41.0 million at a base interest rate of 8.0 %.

The remaining availability under the Credit Facility as of September 30, 2024 was $ 69.0 million.

On November 18, 2022, we entered into a $ 100.0 million senior secured revolving credit facility with Fifth Third Bank (the “Credit Facility” or “Revolving Credit Facility”), which included a $ 20.0 million sub facility available for letters of credit.

On September 26, 2024, we amended the Credit Facility to increase the commitment amount to $ 125.0 million, extend the maturity date to November 30, 2027, and provide for the option to request an increase of up to an additional $ 25.0 million, which may be granted at the lender’s discretion.

Advances made under the Credit Facility bear interest at an annual rate equal to (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, or (iii) the Base Rate (i.e., the greater of 3.5 % and the lender’s prime rate).

In each case that a SOFR rate is selected, an applicable margin that varies from 1.85 % up to 2.35 %, based on our then-current total leverage ratio, is applied.

During the year ended September 30, 2025, we made payments on the Credit Facility of $ 62.0 million and we received proceeds of $ 26.0 million.

In July 2025, we issued a letter of credit for $ 19.6 million, with an expiration date of June 30, 2026, to the ED in order to lift the core growth restrictions imposed on Concorde and UTI campuses as a result of our acquisition of Concorde.

The remaining availability under the Credit Facility as of September 30, 2025 was $ 85.4 million and sub facility available for letters of credit to $ 0.4 million.

In October 2025, we used cash on hand to pay $ 20.0 million on the Credit Facility, which increased the availability under the Credit Facility to $ 105.4 million.

3 unchanged sentences

Originally, the Avondale Term Loan bore interest at the rate of LIBOR plus 2.0 %.

On April 3, 2023 in connection with applying the guidance in ASU 2020-04, we executed an amendment for our Avondale Term Loan to convert the stated rate from LIBOR to Term SOFR.

On April 3, 2023 in connection with applying the guidance in ASU 2020-04, we executed an

UNIVERSAL TECHNICAL INSTITUTE, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

amendment for our Avondale Term Loan to convert the stated rate from LIBOR to Term SOFR.

As of April 3, 2023, the Avondale Term Loan bears interest at the rate of Term SOFR plus 2.0 % and a tranche rate adjustment of 0.046 %.

3 unchanged sentences

See Note 15 below for further discussion on the interest rate swap.

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Lisle Term Loan

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We are subject to certain customary affirmative and negative covenants under the Revolving Credit Facility, the Avondale Term Loan and the Lisle Term Loan.

As of September 30, 2024, we were in compliance with all debt covenants.

As of September 30, 2025, we were in compliance with all financial debt covenants.

Debt Maturities

5 unchanged sentences

2029 33,200 435 33,635

2030 and thereafter — — —

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See Note 2 for our derivative financial instruments policy.

On May 12, 2021, in connection with the Avondale Term Loan discussed in Note 13, we entered into an interest rate swap agreement with the Lender that effectively fixes the interest rate on 50 % of the principal amount of the Avondale Term Loan, or approximately $ 15.6 million, at 3.5 % for the entire loan term, or seven years (the “Avondale Swap”).

On May 12, 2021, the Avondale Swap was designated as an effective cash flow hedge for accounting and tax purposes.

On March 31, 2023 in connection with applying the guidance in ASU 2020-04, we terminated our existing interest rate swap and entered into a new interest rate swap agreement, effective April 3, 2023, with the Avondale Lender that effectively fixes the interest rate we pay on 50 % of the principal amount of the Avondale Term Loan at 1.45 % for the entire loan term.

On March 31, 2023, in connection with the Avondale Term Loan discussed in Note 14, we terminated our previous interest rate swap and entered into a new interest rate swap agreement, effective April 3, 2023, with the Avondale Lender that effectively fixes the interest rate we pay on 50 % of the principal amount of the Avondale Term Loan at 1.45 % for the entire loan term (the “Avondale Swap”).

Further, the floating rate we receive under this new swap has been converted to one month Term SOFR, versus one month LIBOR under the previous swap.

In executing the amendment, we adopted several of the practical expedients allowed under ASU 2020-04, including updating the designated hedged risk in our outstanding cash flow hedging relationship to match the risk presented in the modified interest payments and to continue our hedging relationship that falls within the scope of ASU 2020-04.

The adoption of the new guidance in ASU 2020-04 did not have a material impact on our consolidated financial statements and the Avondale Swap is still designated as an effective cash flow hedge for accounting and tax purposes.

In executing the amendment, we did not have a material impact on our consolidated financial statements and the Avondale Swap is still designated as an effective cash flow hedge for accounting and tax purposes.

On April 14, 2022, in connection with the Lisle Term loan described in Note 14, we entered into an interest rate swap agreement with the Lisle Lender that effectively fixes the interest rate on 50 % of the principal amount of the Lisle Term Loan

UNIVERSAL TECHNICAL INSTITUTE, INC.

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(In thousands, except per share amounts)

On April 14, 2022, in connection with the Lisle Term loan described in Note 13, we entered into an interest rate swap agreement with the Lisle Lender that effectively fixes the interest rate on 50 % of the principal amount of the Lisle Term Loan at 4.69 % for the entire loan term, or seven years (the “Lisle Swap”).

at 4.69 % for the entire loan term, or seven years (the “Lisle Swap”).

On April 14, 2022, the Lisle Swap was designated as an effective cash flow hedge for accounting and tax purposes.

1 unchanged sentence

As of September 30, 2025, the notional amounts of the Avondale Swap and Lisle Swap were approximately $ 13.7 million and $ 18.0 million, respectively.

As of September 30, 2024, the notional amounts of the Avondale Swap and Lisle Swap were approximately $ 14.2 million and $ 18.5 million, respectively.

Fair Value of Derivative Instruments

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Excess officers compensation ( 1,951 ) ( 659 ) ( 387 )

Stock-based compensation (1)

Transaction costs — — ( 479 )

3 unchanged sentences

Other, net (1)

235 342 ( 373 )

Total income tax (expense) benefit $ ( 21,256 ) $ ( 14,229 ) $ ( 5,765 )

(1) In prior periods, stock-based compensation of $ 588 thousand and $ 15 thousand for the years ended September 30, 2024 and 2023, respectively, were included in “Other, net.”

The components of the deferred tax assets (liabilities) recorded in the accompanying consolidated balance sheets were as follows:

6 unchanged sentences

Other reserves and accruals 2,733 5,750

Deferred revenue 3,501 4,733

Net operating losses 5,044 9,232

Tax credit carryforwards 632 929

Capitalized R&D costs 3,085 3,109

Allowance for Credit Losses (1)

UNIVERSAL TECHNICAL INSTITUTE, INC.

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September 30,

Deferred revenue 4,485 3,501

Net operating losses 4,500 5,044

Tax credit carryforwards 461 632

Capitalized R&D costs 2,068 3,085

Charitable contribution carryovers 252 628

Deductions limited by Section 382 — 5

Valuation allowance ( 1,903 ) ( 2,012 )

7 unchanged sentences

Total gross deferred tax liabilities ( 71,447 ) ( 64,944 )

Net deferred tax (liabilities) assets $ ( 1,133 ) $ 3,105

The following table summarizes the activity for the valuation allowance for the years ended September 30, 2024, 2023 and 2022:

Year Ended September 30,

2024 2023 2022

Balance at beginning of period $ 3,192 $ 1,200 $ 13,492

Reductions to income tax — ( 236 ) ( 12,075 )

Write-offs/Adjustments (1)

( 1,180 ) 2,228 ( 217 )

Balance at end of period $ 2,012 $ 3,192 $ 1,200

(1) The fiscal year 2024 balance primarily relates to finalizing the purchase accounting for the Concorde acquisition.

Net deferred tax assets (liabilities) $ 140 $ ( 1,133 )

(1) In the prior period, allowance for credit losses of $ 3.1 million for the year ended September 30, 2024, was included in “Other reserves and accruals.”

We had a valuation allowance of $ 1.9 million and $ 2.0 million against the deferred tax assets as of September 30, 2025 and 2024, respectively, based on our assessment of the ability to utilize the deferred tax assets.

The change in valuation allowance during the year is primarily a result of purchase accounting in conjunction with the Concorde acquisition.

We continue to maintain a valuation allowance on certain federal and state attributes for which we determined that it was more likely than not that a benefit will not be realized prior to expiration.

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Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.

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The following table summarizes the activity related to the gross unrecognized tax benefits for the fiscal years ended September 30, 2025 and 2024:

1 unchanged sentence

Balance at beginning of period $ 596 $ 496

Increases relates to current year tax positions 100 109

Increases (Decreases) related to current year tax positions — 100

Increases (Decreases) related to prior year tax positions ( 149 ) —

Balance at end of period $ 447 $ 596

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The total amount of gross unrecognized tax benefits was $ 0.4 million as of September 30, 2025, of which $ 0.4 million, if fully recognized, would decrease our effective tax rate.

The current year increase relates to research and development tax credits generated in the current year.

The decrease in prior year tax positions primarily relates to refinements to prior period research and development tax credits.

We recognize interest and penalties related to unrecognized tax benefits through income tax expense.

3 unchanged sentences

Our tax filings remain subject to examination by applicable tax authorities for certain length of time, generally three to four years, following the tax year to which these filings relate.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We have assessed the effects of the new tax legislation, including 100% bonus depreciation on qualified property acquired for the fiscal year, and the results have been reflected in our Form 10-K for the year ended September 30, 2025.

Note 17 - Restructuring

On December 5, 2023, UTI announced plans to consolidate the two Houston, Texas campus locations to align the curriculum, student facing systems, and support services to better serve students seeking careers in in-demand fields.

As part of the transition, the MIAT Houston campus, acquired in November 2021, began a phased teach-out in May 2024, and such campus began operating under the UTI brand.

Both facilities will remain in use post-consolidation.

As part of the transition, the MIAT Houston campus, acquired in November 2021, began a phased teach-out in May 2024 and began operating under the UTI brand.

The consolidation into a single UTI Houston campus was completed during the three months ended December 31, 2024, reducing the number of UTI campuses from 16 to 15 .

The total costs of the restructuring plan are estimated to be approximately $ 1.2 million and relate to the UTI segment.

Approximately $ 0.2 million of expenses, primarily related to employee termination costs and tools, were incurred during the twelve months ended September 30, 2024.

Of the $ 0.2 million recorded during the twelve months ended September 30, 2024, approximately $ 0.1 million was reported in “Educational services and facilities” while approximately $ 0.1 million was reported in “Selling, general and administrative” in the consolidated statements of operations.

Additional estimated costs of $ 1.9 million are expected to be recorded during fiscal 2025 and beyond as incurred.

From announcement through September 30, 2025, we have incurred total restructuring costs of $ 0.2 million.

During the year ended September 30, 2025, we expensed $ 43 thousand of restructuring costs primarily related to student financing costs, employee termination costs and tools, with $ 12 thousand reported in “Educational services and facilities” and the remainder reported in “Selling, general and administrative” on the consolidated statements of operations.

During the year ended September 30, 2024, $ 185 thousand of expenses, primarily related to employee termination costs and tools, were incurred.

Of the $ 185 thousand recorded during the twelve months ended September 30, 2024, approximately $ 96 thousand was reported in “Educational services and facilities” while approximately $ 89 thousand was reported in “Selling, general and administrative” on the consolidated statements of operations.

As of September 30, 2025, the only remaining cost related to this restructuring is the potential for federal loan discharges which we are estimating could be up to $ 1.0 million.

Note 18 - Commitments and Contingencies

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The expense for the license fees under these various agreements totaled $ 2.5 million, $ 2.4 million, and $ 2.3 million for the years ended September 30, 2025, 2024 and 2023, respectively, and were recorded in “Educational services and facilities expenses” on the consolidated statements of operations.

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Snap-on Tools Product Support Agreement

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This agreement will expire in December 2027.

A net prepaid expense with Snap-on Tools has resulted from an excess of credits

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earned over credits used of $ 0.3 million and $ 1.9 million as of September 30, 2024 and 2023, respectively, included in “Other current assets” on our consolidated balance sheets.

A net prepaid expense with Snap-on Tools has resulted from an excess of credits earned over credits used of $ 0.7 million and $ 0.3 million as of September 30, 2025 and 2024, respectively, included in “Other current assets” on our consolidated balance sheets.

UTI students are provided a Career Starter Tool Set Voucher which can be redeemed for a tool set near graduation.

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Preferred Stock

As of September 30, 2024, no shares of the Series A Convertible Preferred Stock with a $ 0.0001 par value each (“Series A Preferred Stock”) remain outstanding and all right of the holders to receive future dividends have been terminated.

Under the terms of the Certificate of Designations for the Series A Preferred Stock, we had the right to convert the outstanding shares of Series A Preferred Stock to common stock when our common stock achieved a stated volume weighted average price per share for a period of 20 consecutive trading days.

On December 18, 2023, upon satisfying the stock price condition, we entered into a preferred stock repurchase agreement with Coliseum Capital Partners, L.P.

and Blackwell Partners LLC – Series A (collectively the “Selling Stockholders”), pursuant to which we repurchased, directly from the Selling Stockholders, 33,300 shares of Series A Preferred Stock for an aggregate purchase price of $ 11.3 million.

Additionally, we incurred approximately $ 0.3 million in fees related to excise taxes and other professional services related to the repurchase, which are recorded in equity.

Following the repurchase of those shares of Series A Preferred Stock, we issued a notice of conversion causing all remaining outstanding shares of Series A Preferred Stock to be converted into Common

As of September 30, 2025 and 2024, no shares of the Series A Convertible Preferred Stock with a $ 0.0001 par value each (“Series A Preferred Stock”) were outstanding.

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On December 18, 2023, upon satisfying the stock price condition, we entered into a preferred stock repurchase agreement with Coliseum Capital Partners, L.P.

Additionally, we incurred approximately $ 0.3 million in fees related to excise taxes and other professional services related to the repurchase, which are recorded in equity.

Following the repurchase of those shares of Series A Preferred Stock, we issued a notice of conversion causing all remaining outstanding shares of Series A Preferred Stock to be converted into Common Stock.

In connection with the conversion, each share of Series A Preferred Stock was cancelled and converted into the right to receive 30.03003 shares of our Common Stock, no par value per share, and we made a final dividend payment of $ 1.1 million to the Series A Preferred Stock holders of record as of December 18, 2023.

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Following the repurchase and subsequent conversion, the Selling Stockholders held less than 25 % of our outstanding shares of common stock (a threshold above which we would have been required to seek regulatory approval for the conversion).

As of September 30, 2023, 675,885 shares of Series A Preferred Stock were issued and outstanding.

The liquidation preference associated with the Series A Preferred Stock was $ 100 per share at September 30, 2023.

Dividends on the Series A Preferred Stock, accrue at a rate of 7.5 % per year, and are to be paid semi-annually in arrears on September 30 and March 31 of each year.

We paid cash dividends of $ 1.1 million, $ 5.1 million, and $ 5.2 million during the years ended September 30, 2024, 2023, and 2022, respectively.

With the Series A Preferred Stock repurchase and subsequent conversion of remaining shares to common stock, there will be no further dividend payments related to the Series A Preferred Stock going forward.

With the Series A Preferred Stock repurchase and subsequent conversion of remaining shares to common stock, which occurred in December 2023, all right of the holders to receive future dividends have been terminated.

Accordingly, no dividends were paid during the year ended September 30, 2025.

Dividends on the Series A Preferred Stock, accrued at a rate of 7.5 % per year, and were paid semi-annually in arrears on September 30 and March 31 of each year.

We paid cash dividends of $ 1.1 million, and $ 5.1 million during the years ended September 30, 2024, and 2023, respectively.

Share Repurchase Program

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repurchase plan replaced the previously authorized plan from fiscal 2012.

We have not repurchased any

shares under this plan during the years ended September 30, 2024, 2023 and 2022.

We have not repurchased any shares under this plan during the years ended September 30, 2025, 2024 and 2023.

Note 20 - Stock-Based Compensation

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210 $ 3.14 1.18 $ 2,755

Exercised 210 $ 3.14 0.00 $ 4,702

Outstanding as of September 30, 2025

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As of September 30, 2025, unrecognized stock compensation expense related to RSUs was $ 9.8 million which is expected to be recognized over a weighted average period of 2.0 years.

Performance Share Units

Performance Share Unit s

Our outstanding Performance PSUs vest over a three-year service period from the date of the grant and are based upon a mix of certain pre-established targets for revenue and adjusted EBITDA.

On the settlement date for each measurement period, participants will receive shares of our common stock equal to 0 % to 150 % of the Performance PSUs originally granted depending on the actual achievement against the performance metrics for that measurement period.

Our outstanding Market PSUs vest over a three-year service period from the date of the grant and are based upon a mix of certain pre-established targets for revenue, compounded annual total shareholder return for the measurement period and net income.

On the settlement date for each measurement period, participants will receive shares of our common stock equal to 0 % to 187.5 % of the Market PSUs originally granted depending on the actual achievement against the performance metrics

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for that measurement period.

The Market PSUs vest subject to a market condition and on the settlement date which is expected to be no later than two and a half months after the end of each measurement period.

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Note 21 - Earnings per Share

We calculate basic earnings per common share (“EPS”) pursuant to the two-class method as a result of the issuance of the Series A Preferred Stock on June 24, 2016.

Our Series A Preferred Stock is considered a participating security because, in the event that we pay a dividend or make a distribution on the outstanding common stock, we shall also pay each holder of the Series A Preferred Stock a dividend on an as-converted basis.

Prior to the preferred stock conversion, we calculated basic and diluted earnings per common share (“EPS”) pursuant to the two-class method.

The two-class method is an earnings allocation formula that determines EPS for common stock and participating securities according to dividend and participation rights in undistributed earnings.

Under this method, all earnings, distributed and undistributed, are allocated to common shares and participating securities based on their respective rights to receive dividends.

Diluted earnings per common share is calculated using the more dilutive of the two-class method or as-converted method.

The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities.

The as-converted method uses net income and assumes conversion of all potential shares including the participating securities.

Dilutive potential common shares include outstanding stock options, unvested restricted share units and convertible preferred stock.

As noted above in Note 19, no shares of the Series A Preferred Stock remain outstanding and all rights of the holders to receive future dividends have been terminated as of the December 18, 2023 conversion date.

The following table summarizes the computation of basic and diluted earnings per common share under the two-class or as-converted method, as well as the anti-dilutive shares excluded:

UNIVERSAL TECHNICAL INSTITUTE, INC.

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The following table summarizes the computation of basic and diluted earnings per common share under the two-class or as-converted method, as well as the anti-dilutive shares excluded:

Year Ended September 30,

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Diluted earnings per common share:

Two-class Two-class Two-class

Net income available to common shareholders $ 63,018 $ 38,049 $ 4,541

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(i) the UTI segment, and (ii) the Concorde segment.

Our reportable segments reflect the manner in which Jerome Grant, our CEO and the chief operating decision-maker, evaluates performance and allocates resources.

These segments are organized by key market segments to enhance operational alignment to more effectively execute our strategic plan.

Each reportable segment represents a group of post-secondary education providers that offer a variety of degree and non-degree academic programs.

“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments and is included to reconcile segment results to the consolidated financial statements.

As previously discussed in Note 2, the segment disclosures for the years ended September 30, 2023 and 2022 have been recast from prior years presentation for comparability to the current year presentation.

These segments are organized by key market segments to enhance operational alignment to more effectively execute our strategic plan.

Our reportable segments reflect the manner in which Jerome Grant, our Chief Executive Officer and the chief operating decision-maker (“CODM”), evaluates performance and allocates resources.

The CODM evaluates segment performance based on operating results.

When making decisions to allocate resources, the CODM analyzes segment revenue and operating expenses which are directly attributable to the costs to serve and educate students.

The CODM uses revenue and income from operations for each segment in the budgeting and forecasting processes.

Summary information by reportable segment is as follows:

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Revenues $ 541,816 $ 293,800 $ — $ 835,616

Income (loss) from operations 77,756 20,804 ( 39,669 ) 58,891

Compensation and Benefits 205,859 132,270 66,768 404,897

Advertising 56,754 30,575 217 87,546

Occupancy 39,868 24,769 946 65,583

Student Related 38,245 24,084 — 62,329

General Operations 21,695 17,919 12,249 51,863

Professional and Contract Services 9,925 5,207 17,826 32,958

Depreciation and amortization 24,085 7,554 1,319 32,958

Other Expenses (1)

6,530 3,704 3,779 14,013

Corporate Support (2)

44,485 11,589 ( 56,074 ) —

Total Operating Expenses 447,446 257,671 47,030 752,147

Income (loss) from operations 94,370 36,129 ( 47,030 ) 83,469

Net income (loss) $ 89,901 $ 36,001 $ ( 62,884 ) $ 63,018

Total assets $ 490,637 $ 140,448 $ 195,054 $ 826,139

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UTI Concorde Corporate Consolidated

Year Ended September 30, 2024

Revenues $ 486,376 $ 246,311 $ — $ 732,687

Income (loss) from operations 42,762 10,533 ( 31,896 ) 21,399

Compensation and Benefits 190,640 116,591 56,373 363,604

Advertising 51,302 25,744 215 77,261

Occupancy 36,202 23,454 714 60,370

Student Related 42,402 22,177 — 64,579

General Operations 15,349 8,516 10,677 34,542

Professional and Contract Services 9,416 8,540 14,216 32,172

Depreciation and amortization 22,855 5,159 1,310 29,324

Other Expenses (1)

6,048 4,033 1,863 11,944

Corporate Support (2)

34,406 11,293 ( 45,699 ) —

Total Operating Expenses 408,620 225,507 39,669 673,796

Income (loss) from operations 77,756 20,804 ( 39,669 ) 58,891

Net income (loss) $ 71,646 $ 21,048 $ ( 50,693 ) $ 42,001

Total assets $ 440,764 $ 125,212 $ 178,599 $ 744,575

Year Ended September 30, 2023

Revenues $ 429,317 $ 178,091 $ — $ 607,408

Income (loss) from operations 55,493 — ( 33,119 ) 22,374

Compensation and Benefits 179,942 86,005 46,171 312,118

Advertising 51,437 19,277 — 70,714

Occupancy 36,432 20,365 677 57,474

Student Related 34,254 17,482 22 51,758

General Operations 16,290 3,769 10,208 30,267

Professional and Contract Services 9,847 4,701 13,145 27,693

Depreciation and amortization 20,069 4,077 1,069 25,215

Other Expenses (1)

5,687 3,298 1,785 10,770

Corporate Support (2)

32,597 8,584 ( 41,181 ) —

Total Operating Expenses 386,555 167,558 31,896 586,009

Income (loss) from operations 42,762 10,533 ( 31,896 ) 21,399

Net income (loss) $ 38,324 $ 10,700 $ ( 36,702 ) $ 12,322

As of September 30, 2024

Total assets $ 442,507 $ 130,813 $ 167,365 $ 740,685

As of September 30, 2023

Total assets $ 442,507 $ 130,813 $ 167,365 $ 740,685

Note 23 - Government Regulation and Financial Aid

Our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state agencies, as well as by institutional and programmatic accreditors.

These requirements, which are frequently being revisited, revised, and expanded, cover virtually every aspect of our schools’ operations, and our institutions are subject to periodic audits and program compliance reviews by various external agencies for compliance with these requirements.

Each of our institutions’ administration of the federal programs of student financial assistance under Title IV of the HEA (“Title IV Programs”) also

(1) Other expenses include employee-related, travel and entertainment expenses.

(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.

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must be audited annually by independent accountants and the resulting audit report submitted to ED for review.

Note 24 - Government Regulation and Financial Aid

Our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state agencies, as well as by institutional and programmatic accreditors.

Each of our institutions’ administration of the federal programs of student financial assistance under Title IV of the HEA (“Title IV Programs”) also must be audited annually by independent accountants and the resulting audit report submitted to ED for review.

The approvals granted by these regulatory entities permit our schools to operate and to participate in a variety of government-sponsored financial aid programs, including Title IV Programs.

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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.

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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.

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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.

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

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Institutional Accreditation

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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.

ACCSC and COE review the academic quality of each institution’s instructional programs, as well as the administrative and financial operations of the institution to ensure that it has the resources necessary to perform its educational mission, implement continuous improvement processes, and support

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student success.

Our institutions are subject to periodic review to confirm accreditation standards are met, and must submit annual reports, and at times, supplemental reports, to demonstrate ongoing compliance and improvement.

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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.

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.

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

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Failure to satisfy any of the standards may lead ED to find the institution ineligible to participate in Title IV Programs, require the institution to repay Title IV Program funds, change the method of payment of Title IV Program funds, place the institution on provisional certification as a condition of its continued participation in Title IV Programs, or take other actions against the institution.

• Three-Year Student Loan Default Rates.

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.

None of our institutions had a three-year cohort default rate of 30% or greater for 2021, 2020 and 2019, the three most recent FFYs with published rates.

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.

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• Three-Year Student Loan Default Rates.

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

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.

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

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.

• Substantial Misrepresentation .

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

• Title IV Program Rulemaking.

ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which it revisits, revises, and expands the complex and voluminous Title IV Program regulations.

ED is almost continuously engaged in one or more negotiated rulemakings, which is the process pursuant to which the agency revisits, revises, and expands the complex and voluminous Title IV Program regulations.

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 rule, 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

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.

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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 (a) distance education;

(b) return of Title IV funds;

and (c) 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 (x) the Secretary’s recognition of accrediting agencies;

(y) institutional eligibility, including State authorization;

and (z) cash management.

• Non-Discrimination Rulemakings .

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

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

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

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

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

The Department of Veterans Affairs (“VA”), the Department of Defense, the Department of Labor, the Department of Education (through non-Title IV programs), and certain states provide support to postsecondary students through programs, grants, benefits, loans, or scholarships.

The Department of Veterans Affairs (“VA”), the Department of Defense, the Department of Labor, the Department of Education (through non-Title IV programs), and certain states provide support to post-secondary students through programs, grants, benefits, loans, or scholarships.

All of our institutions that engage in such programs must comply with the eligibility and participation requirements applicable to each of these funding programs, which vary by funding agency and program.

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 2025, 2024 and 2023, we derived approximately 11 %, 11 % and 10 %, respectively, 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.

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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.

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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

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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 and regulations.

Note 24 - Higher Education Emergency Relief Fund

During fiscal 2020 and 2021, various pieces of legislation were issued related to the COVID-19 pandemic, including the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”), the Coronavirus Response and Relief Supplemental Appropriations Act 2021 (“CRRSAA”) and the American Rescue Plan Act (“ARPA”).

In 2020, the CARES Act established the Higher Education Emergency Relief Fund (“HEERF”) I, and in 2021 the CRRSAA established HEERF II and the ARPA established HEERF III, all of which included relief funds to be distributed directly to institutions of higher education.

The original HEERF I grants required that 50% be used to provide students with emergency financial aid grants to help cover expenses related to the disruption of campus operations due to COVID-19 with the remaining 50% to be used to cover any costs associated with significant changes to the delivery of instruction due to COVID-19 as institutional funds.

HEERF II and HEERF III grants were only to be used to provide financial aid grants to students for proprietary institutions.

During the year ended September 30, 2022, UTI awarded approximately $ 7.0 million, in HEERF II and HEERF III grants to over 15,500 students.

The HEERF II and HEERF III funds were drawn down as student grants were distributed.

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 9A. Controls and Procedures