UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1112, 2026

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-31923	86-0226984
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4225 E. Windrose Drive, Suite 200, Phoenix, Arizona		85032
(Address of principal executive offices)		(Zip Code)

(623) 445-9500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.0001 per
share

UTI

New York Stock Exchange

(Title of each class)

(Trading

symbol)

(Name of each exchange

on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.0507 ~~Amendments~~Submission ~~to the Registrant’s Code~~ of ~~Ethics,~~Matters orto ~~Waiver of~~ a ~~Provision~~Vote of ~~the~~Security ~~Code of Ethics~~Holders.

~~On March 11, 2026, the board of directors of~~ Universal Technical Institute, Inc. (the “Company”) ~~approved~~held anits ~~amended~~Annual ~~and~~Meeting ~~restated Code~~ of ~~Conduct~~Stockholders (the “~~Code~~Annual ~~of Conduct~~Meeting”). ~~The~~on ~~Code~~March 12, of2026. ~~Conduct~~At ~~was~~the ~~amended~~Annual toMeeting, ~~among~~the ~~other~~Company’s ~~things,~~stockholders ~~generally~~voted ~~update~~on ~~for~~three ~~current~~proposals. ~~governance,~~The ~~ethics,~~proposals ~~and~~are ~~compliance~~described ~~best~~in ~~practices,~~the ~~better align various~~ Company’s ~~policies~~definitive byproxy ~~eliminating~~statement ~~certain~~on ~~redundant~~Schedule or14A ~~overlapping~~filed ~~provisions~~with ~~and~~the ~~consolidating~~Securities ~~similar topics,~~ and ~~make~~Exchange ~~other~~Commission ~~non-substantive~~on ~~administrative~~January 20, ~~stylistic and typographical changes~~2026. The ~~amendments~~voting doresults ~~not~~for ~~constitute,~~each ~~or result in, a waiver~~ of ~~any provision of~~ the ~~previous~~proposals ~~Code~~are ofset ~~Conduct~~forth below.

AProposal ~~copy of the Code of Conduct is available on the Corporate Governance section of the Company’s website at https~~1:~~//investor.uti.edu/code-of-conduct.~~ The ~~foregoing~~stockholders ~~description~~elected each of the ~~Code~~three ofnominees ~~Conduct~~as isClass I ~~subject~~Directors to ~~and~~serve ~~qualified~~a inthree-year ~~its~~term ~~entirety~~ending byin ~~reference~~2029, toor ~~the~~until ~~full text of~~ the ~~Code of Conduct. The contents of the Company~~Director’s ~~website~~successor ~~are~~is ~~not~~duly ~~incorporated~~elected byand ~~reference~~qualified, inas ~~this~~follows: ~~Current Report on Form 8-K.~~


Director	Votes For		Votes Against		Abstentions		Broker Non-Votes
Robert T. DeVincenzi		42,766,191		1,060,176		8,994		3,700,952
Jerome A. Grant		43,261,353		565,181		8,827		3,700,952
Shannon L. Okinaka		43,483,730		342,609		9,022		3,700,952

Proposal 2: The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending September 30, 2026 as follows:

Audit Firm

Votes For

Votes Against

Abstentions

Deloitte & Touche LLP

47,432,220

64,550

39,543

Proposal 3: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
43,438,346	369,885	27,130	3,700,952

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 17, 2026

Universal Technical Institute, Inc.

Dated: March 18, 2026

Universal Technical Institute, Inc.

/s/ Christopher Kevane

Christopher Kevane

Executive Vice President and Chief Legal Officer

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