UNIVERSAL TECHNICAL INSTITUTE INC

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.

Current wording

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. 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

Overview of the Three Months Ended December 31, 2025

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Overview of the Three and Six Months Ended March 31, 2026

Previous 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.

Current wording

Revenues for the three months ended March 31, 2026 were $221.4 million, an increase of $14.0 million, or 6.7%, from the comparable period in the prior year. UTI revenues increased by approximately $8.5 million, or 6.3%, and Concorde revenues increased by approximately $5.5 million, or 7.5%. Both segment increases were primarily driven by higher average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Previous 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.

Current wording

Total income from operations was $0.3 million and $16.0 million during the three and six months ended March 31, 2026, respectively, compared to $16.9 million and $44.3 million for the three and six months ended March 31, 2025. The decrease for the three and six months ended March 31, 2026 was primarily driven by approximately $11 million and $19 million, respectively, of 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

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

Current wording

During the six months ended March 31, 2026, we executed the following as part of our business strategy:

Previous wording

•UTI announced an expansion of its Dallas, Texas campus. The expansion will add aviation, HVACR, and multiple electrical and industrial technology programs beginning in early 2026. The expansion includes a new approximately 30,000-square-foot facility near the existing campus and is expected to increase capacity by nearly 1,000 additional students.

Current wording

•We completed the expansion of the UTI Dallas, Texas campus, which allowed us to add aviation, HVACR, and multiple electrical and industrial technology programs. The expansion includes a new approximately 30,000 square foot facility near the existing campus and is expected to increase capacity by nearly 1,000 additional students.

Previous wording

•The Company announced three new campus locations as part of Phase II of its North Star strategy. These campuses include a UTI campus in Salt Lake City, Utah and Concorde campuses in Houston, Texas and Atlanta, Georgia. All are expected to open in 2027 pending regulatory approvals.

Current wording

•In addition to its recently announced Glendale, Arizona campus, the Company announced three new campus locations as part of Phase II of its North Star strategy. These campuses include a UTI campus in Salt Lake City, Utah and Concorde campuses in Houston, Texas and Atlanta, Georgia. All are expected to open in 2027 pending regulatory approvals.

Previous wording

Our revenues for the three months ended December 31, 2025 were $220.8 million, an increase of $19.4 million, or 9.6%, as compared to revenues of $201.4 million for the three months ended December 31, 2024. Average full-time active students for the three months ended December 31, 2025 was 26,858, an increase of 7.2% compared to the prior year. For the three months ended December 31, 2025, the increase in consolidated new student starts, average full-time active students and end of period full-time active students reflects the impact of new program launches and expansions during recent years that further broadened access to high-demand skilled trades and healthcare training. These initiatives align with our growth, diversification, and optimization strategy and continue to support strong enrollment trends across the UTI and Concorde segments.

Current wording

Our revenues for the three months ended March 31, 2026 were $221.4 million, an increase of $14.0 million, or 6.7%, as compared to revenues of $207.4 million for the three months ended March 31, 2025. Average full-time active students for the three months ended March 31, 2025 was 26,385, an increase of 7.2% compared to the prior year. For the three months ended March 31, 2026, the increase in consolidated new student starts, average full-time active students and end of period full-time active students reflects the impact of new campus and program launches and expansions during recent years that further broadened access to high-demand skilled trades and healthcare training. These initiatives align with our growth and diversification strategy and continue to support strong enrollment trends across the UTI and Concorde segments.

Previous 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.

Current wording

Our educational services and facilities expenses were $117.4 million for the three months ended March 31, 2026, as compared to $102.5 million for the three months ended March 31, 2025. 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

Compensation and related costs increased by $6.2 million for the three months ended December 31, 2025, primarily due to the addition of instructors and other campus related personnel hired to support the expansion of new programs and campuses and overall growth in the student population.

Current wording

Compensation and related costs increased by $7.5 million for the three months ended March 31, 2026, primarily due to the addition of instructors and other campus related personnel hired to support the expansion of new programs and campuses and overall growth in the student population.

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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.

Current wording

Occupancy costs increased by $1.7 million for the three months ended March 31, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.

Previous wording

Supplies, maintenance and student expense increased by $1.7 million for the three months ended December 31, 2025, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.

Current wording

Supplies, maintenance and student expense increased by $4.9 million for the three months ended March 31, 2026, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.

Previous 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.

Current wording

Our selling, general and administrative expenses for the three months ended March 31, 2026 were $103.6 million, as compared to $88.1 million for the three months ended March 31, 2025. 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 $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.

Current wording

Compensation and related costs increased by $3.7 million for the three months ended March 31, 2026 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 $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.

Current wording

Advertising and marketing expense increased year-over-year by $7.5 million. Advertising and marketing expense as a percentage of revenues increased to 14.2% for the three months ended March 31, 2026 as compared to 11.5% 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

Other selling, general and administrative expenses increased by $9.4 million primarily due to an increase in our provision for credit losses of $5.7 million as a result of higher revenues and higher student volumes. The remaining increase was in line with the overall growth of our business.

Current wording

Other selling, general and administrative expenses increased by $4.3 million primarily due to an increase in our provision for credit losses of $7.4 million as a result of higher revenues and higher student volumes. This was offset by other expense decreases as we continue to focus on cost optimization.

Previous 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.

Current wording

Income tax benefit for the three months ended March 31, 2026 was $0.1 million, or 13.0% of pre-tax loss, compared to income tax expense of $5.4 million, or 32.0% of pre-tax income, for the three months ended March 31, 2025. The effective income tax rate for the three months ended March 31, 2026 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 March 31, 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. See Note 13 of the notes to the condensed consolidated financial statements herein for additional details.

Previous wording

Segment Results of Operations for the Quarter Ended December 31, 2025 Compared to Quarter Ended December 31, 2024

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Segment Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Previous wording

The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the quarters ended December 31, 2025 and 2024 (dollars in thousands), including comparisons of our year-over-year performance between these years.

Current wording

The summary of segment financial information below should be referenced in connection with a review of the following discussion of our segment results from operations for the three months ended March 31, 2026 and 2025 (dollars in thousands), including comparisons of our year-over-year performance between these periods.

Previous 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.

Current wording

Revenues for UTI for the three months ended March 31, 2026 were $142.7 million, an increase of $8.5 million, or 6.3%, versus the prior year. Revenue increased primarily due to a 5.3% 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 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.

Current wording

Revenues for Concorde for the three months ended March 31, 2026 were $78.7 million, an increase of $5.5 million, or 7.5%, versus the prior year. Revenue increased primarily due to a 10.2% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.

Previous wording

Compensation and benefits increased by $4.9 million for the three months ended December 31, 2025 as compared to the prior year, primarily due to higher headcount and related personnel costs to support new program launches, expanded campus operations, and increased student volumes.

Current wording

Compensation and benefits increased by $4.6 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to higher headcount and related personnel costs to support new program launches, expanded campus operations, and increased student volumes.

Previous wording

Compensation and benefits increased by $4.1 million for the three months ended December 31, 2025 as compared to the prior year, primarily due to additional instructional and administrative headcount and related compensation costs to support new program growth and increased student volumes.

Current wording

Compensation and benefits increased by $4.8 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to additional instructional and administrative headcount and related compensation costs to support new program growth and increased student volumes.

Previous wording

General operations expense increased by $3.0 million for the three months ended December 31, 2025 as compared to the prior year, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.

Current wording

General operations expense increased by $2.5 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.

Previous wording

Other educational services and facilities expenses decreased by $0.1 million for the three months ended December 31, 2025, as we focused on keeping costs low despite our growth efforts.

Current wording

Other educational services and facilities expenses decreased by $0.2 million for the six months ended March 31, 2026, as we focused on keeping costs low despite our growth efforts.

Previous wording

As part of Phase II of our North Star growth strategy and to support our new campus growth initiatives, we have further refined our operating model to best pursue future growth goals and support the business. In furtherance of the foregoing, we have centralized the operations of our accounting, finance, information technology, human resources, and real estate departments to leverage economies of scale and create efficiencies to support our continued growth. Due to this centralization, we have adjusted our allocation methodology to allocate the majority of the Corporate segment’s costs to the UTI and Concorde segments based upon a percentage of revenue. Due to these changes in allocation methodology, the segment disclosures for the three months ended December 31, 2024 have been recast from the prior year presentation for comparability to the current year presentation.

Current wording

As part of Phase II of our North Star growth strategy and to support our new campus growth initiatives, we have further refined our operating model to pursue future growth goals and support the business. In furtherance of the foregoing, we have centralized the operations of our accounting, finance, information technology, human resources, and real estate departments to leverage economies of scale and create efficiencies to support our continued growth. Due to this centralization, we have adjusted our allocation methodology to allocate the majority of the Corporate segment’s costs to the UTI and Concorde segments based upon a percentage of revenue. Due to these changes in allocation methodology, the segment disclosures for the six months ended March 31, 2025 have been recast from the prior year presentation for comparability to the current year presentation.

Previous wording

General operations expense increased by $4.0 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.

Current wording

Advertising expense increased by $4.0 million for the six months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.3% for the six months ended March 31, 2026 as compared to

Previous wording

Occupancy expense increased by $1.5 million, primarily due to recording facility leases for two new campus locations and one campus expansion during the prior year, each of which we anticipate opening to students in fiscal 2026.

Current wording

Occupancy expense increased by $0.9 million, primarily due to recording facility leases for the new Concorde co-branded Heartland Dental campus in Fort Myers, Florida and the Concorde Denver, Colorado relocation during the prior year, each of which is expected to open to students in fiscal 2026.

Previous 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.

Current wording

Depreciation and amortization expense increased by $0.7 million, primarily due to continued investments in facilities and equipment to support new and expanded program offerings.

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Compensation and benefits increased by $4.6 million for the three months ended December 31, 2025 as compared to the prior year, primarily due to higher corporate headcount to execute on our business strategy.

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Compensation and benefits increased by $6.4 million for the six months ended March 31, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our business strategy.

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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.

Current wording

Our earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the three and six months ended March 31, 2026 were $9.4 million and $33.9 million, respectively, compared to $25.0 million and $60.4 million for the three and six months ended March 31, 2025. We define EBITDA as net income (loss), before interest (income) expense, income tax expense (benefit), and depreciation and amortization.

Previous wording

Based on past performance and current expectations, we believe that our cash flows from operations, cash on hand, short-term investments, and the Revolving Credit Facility will satisfy our working capital needs, capital expenditures, commitments and other liquidity requirements associated with our existing operations, as well as announced growth, diversification and optimization initiatives throughout the fiscal year and beyond. Our cash position is available to fund strategic long-term growth initiatives, including opening additional campuses in new markets and the creation and expansion of new programs in existing markets where we continue to optimize utilization of our campus facilities.

Current wording

Based on past performance and current expectations, we believe that our cash flows from operations, cash on hand, short-term investments, and the Revolving Credit Facility will satisfy our working capital needs, capital expenditures, commitments and other liquidity requirements associated with our existing operations, as well as announced growth, diversification and optimization initiatives over the next twelve months and beyond. Our cash position is available to fund strategic long-term growth initiatives, including opening additional campuses in new markets and the creation and expansion of new programs in existing markets where we continue to optimize utilization of our campus facilities.

Previous wording

Our aggregate liquidity as of December 31, 2025 totaled $233.2 million and was comprised of cash and cash equivalents of $93.6 million, $69.2 million of short-term investments, and $70.4 million in availability on our Revolving Credit Facility. This represents a decrease of $21.3 million from our total liquidity as of September 30, 2025.

Current wording

Our aggregate liquidity as of March 31, 2026 totaled $202.4 million and was comprised of cash and cash equivalents of $87.2 million, $74.8 million of short-term investments, and $40.4 million in availability on our Revolving Credit Facility. This represents a decrease of $52.1 million from our total liquidity as of September 30, 2025 primarily due to funding our strategic long-term growth initiatives.

Previous 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.

Current wording

As of March 31, 2026, we had $131.0 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $131.0 million outstanding, $27.0 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 $35.6 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 $3.3 million relates to a finance lease for a campus within our Concorde segment. The remaining $65.0 million relates to funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes. As of March 31, 2026, we were in compliance with all financial debt covenants.

Previous wording

In January 2026, we used cash on hand to repay $35.0 million outstanding on the Credit Facility, which increased the availability under the Credit Facility to $105.4 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs.

Current wording

In April 2026, we used cash on hand to repay $65.0 million outstanding on the Credit Facility, which increased the availability under the Credit Facility to $105.4 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs.

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 December 31, 2025, the total face amount of these surety bonds was approximately $29.3 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 March 31, 2026, the total face amount of these surety bonds was approximately $29.6 million.

Previous 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.

Current wording

Our net cash provided by operating activities was $7.1 million for the six months ended March 31, 2026, compared to $22.2 million for the six months ended March 31, 2025.

Previous 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.

Current wording

Net income, after adjustments for non-cash items, for the six months ended March 31, 2026 provided cash of $68.2 million. The non-cash items included $18.0 million for depreciation and amortization expense, $15.2 million for our provision for credit losses, $13.0 million for amortization of right-of-use assets for operating leases, $6.5 million for stock-based compensation expense, and $1.5 million for deferred income taxes.

Previous wording

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

Current wording

Changes in operating assets and liabilities used cash of $61.1 million primarily due to the following:

Previous 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.

Current wording

•The change in deferred revenue used cash of $17.5 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 March 31, 2026 as compared to September 30, 2025.