UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| ☐ | 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 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On March 11, 2026, the board of directors of Universal Technical Institute, Inc. (the “Company”) approved an amended and restated Code of Conduct (the “Code of Conduct”). The Code of Conduct was amended to, among other things, generally update for current governance, ethics, and compliance best practices, better align various Company policies by eliminating certain redundant or overlapping provisions and consolidating similar topics, and make other non-substantive administrative, stylistic and typographical changes. The amendments do not constitute, or result in, a waiver of any provision of the previous Code of Conduct.
A copy of the Code of Conduct is available on the Corporate Governance section of the Company’s website at https://investor.uti.edu/code-of-conduct. The foregoing description of the Code of Conduct is subject to and qualified in its entirety by reference to the full text of the Code of Conduct. The contents of the Company’s website are not incorporated by reference in this Current Report on Form 8-K.
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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. | |||||
| By: | /s/ Christopher Kevane | |||||
| Name: | Christopher Kevane | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
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