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UNIVERSAL TECHNICAL INSTITUTE INC

For the period ended Dec 31, 2024. Filed Feb 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2024 · Filed Feb 6, 2025

UTI$21.95+10.1%Stored close · as of Nov 9, 2026

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (“Securities Act”)), which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. From time to time, we also provide forward-looking statements in other materials we release to the public as well as verbal forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions (including the negative form of such expressions) intended to identify forward-looking statements, although not all forward looking statements contain these identifying words. Forward-looking statements are based on our current expectations and assumptions, do not strictly relate to historical or current facts, any of which may not prove to be accurate. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Important factors that could cause actual results to differ from those in our forward-looking statements include, without limitation:

failure of our schools to comply with the extensive regulatory requirements for school operations;

our failure to maintain eligibility for or our ability to process federal student financial assistance funds;

the effect of current and future Title IV Program regulations arising out of negotiated rulemakings, including any potential reductions in funding or restrictions on the use of funds received through Title IV Programs;

the effect of future legislative or regulatory initiatives related to veterans’ benefit programs;

continued Congressional examination of the for-profit education sector;

regulatory investigations of, or actions commenced against, us or other companies in our industry;

changes in the state regulatory environment or budgetary constraints;

our failure to execute on our growth and diversification strategy, including effectively identifying, establishing and operating additional schools, programs or campuses;

our failure to realize the expected benefits of our acquisitions, or our failure to successfully integrate our acquisitions;

our failure to improve underutilized capacity at certain of our campuses;

enrollment declines or challenges in our students’ ability to find employment as a result of macroeconomic conditions;

our failure to maintain and expand existing industry relationships and develop new industry relationships;

our ability to update and expand the content of existing programs and develop and integrate new programs in a timely and cost-effective manner while maintaining positive student outcomes;

a loss of our senior management or other key employees;

failure to comply with the restrictive covenants and our ability to pay the amounts when due under our credit agreements;

the effect of our principal stockholder owning a significant percentage of our capital stock, and thus being able to influence certain corporate matters and the potential in the future to gain substantial control over our company;

the effect of public health pandemics, epidemics or outbreak, including COVID-19; and

risks related to other factors discussed in our 2024 Annual Report on Form 10-K filed with the SEC on December 5, 2024 (the “2024 Annual Report on Form 10-K”).

The factors above are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Many events beyond our control may determine whether results we anticipate will be achieved. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated,

ii estimated or projected. Among the factors that could cause actual results to differ materially are the factors discussed under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should bear this in mind as you consider forward-looking statements.

Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Except as required by law, we undertake no obligation to update or revise forward looking statements, whether as a result of new information, future events or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q, including the documents that we incorporate by reference herein, by these cautionary statements. You are advised, however, to consult any further disclosures we make on related subjects in our reports and filings with the Securities and Exchange Commission (“SEC”).

iii

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