UNIVERSAL TECHNICAL INSTITUTE INC

Previous wording

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.

Current wording

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 serving students, partners, and communities nationwide. 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 learning model through labs and clinical placements, as well as classroom delivery and blended delivery models. Our reporting structure is as follows:

Previous wording

Universal Technical Institute (“UTI”): 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.

Current wording

Universal Technical Institute (“UTI”): 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.

Previous wording

Concorde Career Colleges (“Concorde”): Concorde operates across 17 campuses 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 as “Concorde Career College” where allowed by state regulation. The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their health care 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.

Current wording

Concorde Career Colleges (“Concorde”): Concorde operates across 18 campuses 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 as “Concorde Career College” where allowed by state regulation. The remaining campuses are designated as “Concorde Career Institute.” Concorde believes in preparing students for their health care 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.

Previous wording

“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. See Note 17 of the notes to the condensed consolidated financial statements herein for additional details on our segments.

Current wording

“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. See Note 15 of the notes to our condensed consolidated financial statements herein for additional details on our segments.

Previous wording

Overview of the Three and Nine Months Ended June 30, 2025

Current wording

Overview of the Three Months Ended December 31, 2025

Previous wording

Revenues for the three months ended June 30, 2025 were $204.3 million, an increase of $26.8 million, or 15.1%, from the comparable period in the prior year. UTI revenues increased by approximately $14.3 million, or 12.2%, and Concorde revenues increased by approximately $12.5 million, or 20.7%. Both segment increases were primarily driven by the higher average full-time active students.

Current wording

Revenues for the three months ended December 31, 2025 were $220.8 million, an increase of $19.4 million, or 9.6%, from the comparable period in the prior year. UTI revenues increased by approximately $11.4 million, or 8.6%, and Concorde revenues increased by approximately $8.1 million, or 11.5%. Both segment increases were primarily driven by higher average full-time active students.

Previous wording

Total income from operations was $14.2 million and $58.5 million during the three and nine months ended June 30, 2025, compared to $7.4 million and $32.9 million for the three and nine months ended June 30, 2024. The increase for the three and nine months ended June 30, 2025 was primarily driven by the increased revenues from the larger student population. Additionally, productivity improvements and proactive cost reductions have been a key part of our operating model for the past several years, and we continue to identify and execute on optimization opportunities throughout our operations in both segments.

Current wording

Total income from operations was $15.7 million during the three months ended December 31, 2025, compared to $27.5 million for the three months ended December 31, 2024. The decrease for the three months ended December 31, 2025 was primarily driven by strategic growth expenses for new programs and campuses expected to launch over the next several years. Productivity improvements and proactive cost reductions partially offset these growth expenses and have been a key part of our operating model for the past several years. We continue to identify and execute on optimization opportunities throughout our operations.

Previous wording

Our business strategy, internally known as our “North Star strategy,” has three core tenets: (i) to grow the business by more deeply penetrating existing target markets and adding new markets; (ii) to diversify the business by adding new locations, programs, and offerings that maximize the lifetime value of our students; and (iii) to continually optimize the business by constantly enhancing operational efficiency.

Current wording

Our business strategy has three key tenets: (i) to grow the business by more deeply penetrating existing target markets and adding new markets; (ii) to diversify the business by adding new locations, programs, and offerings that maximize the lifetime value of our students; and (iii) to continually optimize the business by constantly enhancing operational efficiency.

Previous wording

During the nine months ended June 30, 2025, we executed the following as part of our business strategy:

Current wording

During the three months ended December 31, 2025, we executed the following as part of our business strategy:

Previous wording

The following table sets forth the significant components of our educational services and facilities expenses by segment (in thousands):

Current wording

The following table sets forth the significant components of our educational services and facilities expenses (in thousands):

Previous wording

Educational services and facilities expenses were $105.6 million for the three months ended June 30, 2025, as compared to $95.3 million for the three months ended June 30, 2024. This increase was primarily due to the increased student volumes during the period and costs associated with execution of our business strategies, partially offset by cost savings from our operational initiatives.

Current wording

Our educational services and facilities expenses were $110.4 million for the three months ended December 31, 2025, as compared to $100.1 million for the three months ended December 31, 2024. This increase was primarily due to the increased student volumes during the period and costs associated with the execution of our business strategy, partially offset by cost savings from our operational initiatives.

Previous wording

Occupancy costs increased by $0.9 million for the three months ended June 30, 2025, primarily due to new lease activity associated with the announced new campus growth and annual rate increases on existing leases.

Current wording

Occupancy costs increased by $1.6 million for the three months ended December 31, 2025, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.

Previous wording

Depreciation and amortization expense increased by $1.3 million for the nine months ended June 30, 2025 primarily due to increased capital expenditures related to the new program launches and expansions.

Current wording

Depreciation and amortization expense increased by $0.9 million for the three months ended December 31, 2025, primarily due to capital expenditures related to new property and equipment for our program expansions.

Previous wording

The following table sets forth the significant components of our selling, general and administrative expenses by segment (in thousands):

Current wording

The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):

Previous wording

Selling, general and administrative expenses for the three months ended June 30, 2025 were $84.5 million, as compared to $74.7 million for the three months ended June 30, 2024. This increase was primarily due to costs associated with our business strategies.

Current wording

Our selling, general and administrative expenses for the three months ended December 31, 2025 were $94.7 million, as compared to $73.8 million for the three months ended December 31, 2024. This increase was primarily due to strategic growth expenses associated with our new programs and new campuses that are expected to launch over the next several years.

Previous wording

Compensation and related costs increased by $2.0 million three months ended June 30, 2025 primarily due to additional headcount hired to support the execution of our business strategies.

Current wording

Compensation and related costs increased by $7.5 million for the three months ended December 31, 2025 primarily due to additional headcount hired to support the execution of our growth strategy.

Previous wording

Advertising and marketing expense increased year over year by $1.8 million. UTI advertising and marketing expense as a percentage of revenues increased to 11.4% for the three months ended June 30, 2025 as compared to 11.2% in the prior year.

Current wording

Advertising and marketing expense increased year-over-year by $4.0 million. Advertising and marketing expense as a percentage of revenues increased to 11.4% for the three months ended December 31, 2025 as compared to 10.5% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of multiple new campuses and expansions of programs on our existing campuses.

Previous wording

Income tax expense for the three months ended June 30, 2025 was $3.7 million, or 25.7% of pre-tax income, compared to $1.8 million, or 26.2% of pre-tax income, for the three months ended June 30, 2024. The effective income tax rate for the three months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense, refinements to the federal research and development tax credits and state and local income and franchise taxes. The effective income tax rate for the three months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, federal research and development tax credits and state and local income and franchise taxes. See Note 12 of the notes to the condensed consolidated financial statements herein for additional details.

Current wording

Income tax expense for the three months ended December 31, 2025 was $3.4 million, or 20.9% of pre-tax income, compared to $5.4 million, or 19.5% of pre-tax income, for the three months ended December 31, 2024. The effective income tax rate for the three months ended December 31, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock-based compensation expense and state and local income and franchise taxes. The effective income tax rate for the three months ended December 31, 2024 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, stock compensation, federal research and development tax credits and state and local income and franchise taxes. See Note 13 of the notes to the condensed consolidated financial statements herein for additional details.

Previous wording

Revenues for UTI for the nine months ended June 30, 2025 were $397.2 million compared to $355.8 million in the prior year period. Revenue increased primarily due to a 13.7% increase in new student starts and a 7.9% increase in average full-time active students from the prior period.

Current wording

Revenues for UTI for the three months ended December 31, 2025 were $142.8 million, an increase of $11.4 million, or 8.6%, versus the prior year. Revenue increased primarily due to a 5.7% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Previous wording

Revenues for Concorde for the three months ended June 30, 2025 were $72.8 million compared to $60.3 million in the prior period. Revenues increased primarily due to an 18.8% increase in average full-time active students from the prior period.

Current wording

Revenues for Concorde for the three months ended December 31, 2025 were $78.0 million, an increase of $8.1 million, or 11.5%, versus the prior year. Revenue increased primarily due to a 9.5% increase in average full-time active students.

Previous wording

Depreciation and amortization expense increased by $0.5 million during the three months ended June 30, 2025, primarily due to new capital expenditures and program expansions to accommodate a higher volume of students.

Current wording

Depreciation and amortization expense increased by $0.5 million for the three months ended December 31, 2025 as compared to the prior year, primarily due to continued investments in facilities and equipment to support new and expanded program offerings.

Previous wording

Our earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the three and nine months ended June 30, 2025 were $22.6 million and $83.1 million, respectively, compared to $14.8 million and $54.8 million for the three and nine months ended June 30, 2024. We define EBITDA as net income (loss), before interest (income) expense, income tax expense (benefit), and depreciation and amortization.

Current wording

Our earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the three months ended December 31, 2025 was $24.5 million compared to $35.4 million for the three months ended December 31, 2024. We define EBITDA as net income (loss), before interest (income) expense, income tax expense (benefit), and depreciation and amortization.

Previous wording

As of June 30, 2025, we had $74.1 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $74.1 million outstanding, $27.7 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% and a tranche rate adjustment of 0.046% over the seven-year term secured in connection with the Avondale, Arizona campus property purchased in December 2020. Approximately $36.3 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% over the seven-year term, secured in connection with the Lisle, Illinois campus property purchase in February 2022. For each of the term loans, a derivative interest rate swap is in place that fixes the interest rate on 50% of the loan at a market rate at the time the derivative was initiated. Approximately $4.1 million relates to a finance lease for a campus within our Concorde segment. The remaining $6.0 million relates to funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes.

Current wording

As of December 31, 2025, we had $101.7 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $101.7 million outstanding, $27.3 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% and a tranche rate adjustment of 0.046% over the seven-year term secured in connection with the Avondale, Arizona campus property purchased in December 2020. Approximately $35.8 million relates to a term loan that bears interest at the rate of Term SOFR plus 2.0% over the seven-year term, secured in connection with the Lisle, Illinois campus property purchase in February 2022. For each of the term loans, a derivative interest rate swap is in place that fixes the interest rate on 50% of the loan at a market rate at the time the derivative was initiated. Approximately $3.6 million relates to a finance lease for a campus within our Concorde segment. The remaining $35.0 million relates to funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes. As of December 31, 2025, we were in compliance with all financial debt covenants.

Previous wording

Each of our campuses must be authorized by the applicable state education agency in which the campus is located to operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds on behalf of our campuses and admissions representatives with multiple states to maintain authorization to conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of June 30, 2025, the total face amount of these surety bonds was approximately $28.3 million.

Current wording

Each of our campuses must be authorized by the applicable state education agency in which the campus is located to operate and to grant certificates, diplomas or degrees to its students. Our campuses are subject to extensive, ongoing regulation by each of these states. Additionally, our campuses are required to be authorized by the applicable state education agencies of certain other states in which our campuses recruit students. Our insurers issue surety bonds on behalf of our campuses and admissions representatives with multiple states to maintain authorization to conduct our business. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of December 31, 2025, the total face amount of these surety bonds was approximately $29.3 million.

Previous wording

Our net cash provided by operating activities was $40.2 million for the nine months ended June 30, 2025, compared to $18.4 million for the nine months ended June 30, 2024.

Current wording

Our net cash provided by operating activities was $3.1 million for the three months ended December 31, 2025, compared to $23.0 million for the three months ended December 31, 2024.

Previous wording

Net income, after adjustments for non-cash items, for the nine months ended June 30, 2024 provided cash of $70.5 million. The non-cash items included $21.6 million for depreciation and amortization expense, $16.5 million for amortization of right-of-use assets for operating leases, $5.7 million for stock-based compensation expense, and $5.1 million for our provision for credit losses.

Current wording

Net income, after adjustments for non-cash items, for the three months ended December 31, 2025 provided cash of $40.7 million. The non-cash items included $8.9 million for depreciation and amortization expense, $7.8 million for our provision for credit losses, $6.4 million for amortization of right-of-use assets for operating leases, $2.6 million for stock-based compensation expense, and $2.3 million for deferred income taxes.

Previous wording

Changes in operating assets and liabilities used cash of $69.0 million primarily due to the following:

Current wording

Changes in operating assets and liabilities used cash of $37.6 million primarily due to the following:

Previous wording

•The change in prepaid expenses and other current assets used cash of $4.5 million primarily due to the timing of payments.

Current wording

•The change in prepaid expenses and other current assets used cash of $12.4 million primarily due to the timing of payments.

Previous wording

•The change in accounts payable and accrued expenses provided cash of $6.5 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.

Current wording

•The change in accounts payable and accrued expenses used cash of $12.1 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.

Previous wording

•The change in receivables used cash of $21.9 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of our students.

Current wording

•The change in receivables used cash of $7.3 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of our students.

Previous wording

•The change in our operating lease liabilities used cash of $16.8 million primarily as a result of rent payments.

Current wording

•The change in our operating lease liabilities used cash of $5.1 million primarily as a result of rent payments.

Previous wording

•The change in notes receivable used cash of $4.1 million primarily due to higher utilization of UTI’s proprietary loan program.

Current wording

•The change in notes receivable used cash of $3.7 million primarily due to higher utilization of UTI’s proprietary loan program.

Previous wording

•The change in deferred revenue used cash of $25.5 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at June 30, 2025 as compared to September 30, 2024.

Current wording

•The change in deferred revenue used cash of $2.9 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at December 31, 2025 as compared to September 30, 2025.

Previous wording

•The change in other assets used cash of $5.4 million and was primarily attributable to the increase in notes receivable related to retail installment contracts.

Current wording

•The change in other assets provided cash of $4.6 million and was primarily attributable to the decrease in notes receivable related to retail installment contracts.

Previous wording

•The change in income tax payable/receivable provided cash of $3.6 million primarily due to the timing of tax payments.

Current wording

•The change in income tax payable/receivable provided cash of $1.7 million primarily due to the timing of tax payments.

Previous wording

Net income, after adjustments for non-cash items, for the nine months ended June 30, 2025 provided cash of $109.2 million. The non-cash items included $24.5 million for depreciation and amortization expense, $17.5 million for amortization of right-of-use assets for operating leases, $15.1 million for our provision for credit losses, and $6.4 million for stock-based compensation expense.

Current wording

Net income, after adjustments for non-cash items, for the three months ended December 31, 2024 provided cash of $38.4 million. The non-cash items included $8.0 million for depreciation and amortization expense, $5.6 million for amortization of right-of-use assets for operating leases, $2.1 million for our provision for credit losses, and $0.7 million for stock-based compensation expense.

Previous wording

Changes in operating assets and liabilities used cash of $52.2 million primarily due to the following:

Current wording

Changes in operating assets and liabilities used cash of $15.4 million primarily due to the following:

Previous wording

•Changes in our operating lease liability, primarily as a result of rent payments, used cash of $15.9 million.

Current wording

•The change in our operating lease liabilities used cash of $5.4 million primarily as a result of rent payments.

Previous wording

•The change in deferred revenue used cash of $19.8 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at June 30, 2024 as compared to September 30, 2023.

Current wording

•The change in deferred revenue used cash of $4.2 million and was primarily attributable to the timing of student starts, the number of students in school and where they were at period end in relation to completion of their program at December 31, 2024 as compared to September 30, 2024.

Previous wording

•The increase in accounts payable and accrued expenses provided cash of $8.6 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.

Current wording

•The change in accounts payable and accrued expenses used cash of $3.8 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.