Universal Technical Institute Inc 10-Q for FY2026 Q3
Universal Technical Institute Inc (UTI)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Universal Technical Institute Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $218.91M
- up 7.2% from $204.3M a year earlier
- Net income
- $2.28M
- down 78.6% from net income of $10.66M a year earlier
- Diluted EPS
- $0.04
- down 78.9% from $0.19 a year earlier
__________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2026
For the transition period from _____ to ______
Commission File Number: 1-31923
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||
(Address of principal executive offices, including zip code)
(623 ) 445-9500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Accelerated filer ¨ | |||||
Non-accelerated filer ¨ | Smaller reporting company | ||||
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
At July 31, 2026, there were 55,095,231 shares outstanding of the registrant's common stock.
UNIVERSAL TECHNICAL INSTITUTE, INC.
INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
| Page | ||||||||
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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; and
•risks related to other factors discussed in our 2025 Annual Report on Form 10-K filed with the SEC on November 26, 2025 (the “2025 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, 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”).
ii
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and per share amounts)
(Unaudited)
| June 30, 2026 | September 30, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Short-term investments | ||||||||||||||
| Receivables, net | ||||||||||||||
| Notes receivable, current portion | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Notes receivable, less current portion | ||||||||||||||
| Right-of-use assets for operating leases | ||||||||||||||
| Deferred tax assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease liabilities, current portion | ||||||||||||||
| Long-term debt, current portion | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 15) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common stock, $ | ||||||||||||||
| Paid-in capital | ||||||||||||||
Treasury stock, at cost, | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Educational services and facilities | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Total other (expense) income, net | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
Income tax expense (Note 13) | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Net income per share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Unrealized gain (loss) on interest rate swaps, net of taxes | ( | ( | |||||||||||||||||||||
| Unrealized gain (loss) on available-for-sale investments | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock | Paid-in Capital - Common | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale investments | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate swap, net of taxes | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale investments | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of taxes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale investments | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of taxes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)
(In thousands)
(Unaudited)
| Common Stock | Paid-in Capital - Common | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of taxes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate swap, net of taxes | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock under stock-based compensation plans | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate swap, net of taxes | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of right-of-use assets for operating leases | |||||||||||
| Provision for credit losses | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Training equipment credits earned, net | ( | ||||||||||
| Unrealized gain (loss) on interest rate swaps, net of taxes | ( | ||||||||||
| Other gains (losses), net | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Notes receivable | ( | ( | |||||||||
| Accounts payable, accrued expenses and other current liabilities | |||||||||||
| Deferred revenue | ( | ( | |||||||||
| Income tax payable/receivable | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Capitalized costs for intangible assets | ( | ||||||||||
| Purchase of investments | ( | ( | |||||||||
| Proceeds from sale of investments | |||||||||||
| Proceeds received upon maturity of investments | |||||||||||
| Proceeds from insurance policy | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Payments on revolving credit facility | ( | ( | |||||||||
| Payment of term loans and finance leases | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Payment of payroll taxes on stock-based compensation through shares withheld | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | |||||||||||
| Restricted cash, end of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
6
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
(Unaudited)
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Income taxes paid (refunds received), net | $ | $ | |||||||||
| Interest paid | |||||||||||
| Supplemental schedule of noncash investing and financing activities: | |||||||||||
| Training equipment obtained in exchange for services | $ | $ | |||||||||
| Depreciation of training equipment obtained in exchange for services | |||||||||||
| Change in accrued capital expenditures during the period | ( | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 1 - Nature of the Business
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:
Universal Technical Institute (“UTI”): As of June 30, 2026, UTI operated 16 campuses located in nine states, offering 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. In July 2026, UTI opened its new campus in Atlanta, Georgia, bringing the total operating campuses to 17 locations in 10 states.
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 healthcare careers with practical, hands-on experiences including opportunities to learn while providing care to real patients. Prior to graduation, students must complete a certain number of hours in a clinical setting or externship, depending upon their program of study.
“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. Additional information about our reportable segments is presented in Note 16.
Our primary source of revenues is currently tuition and fees paid by students. To pay for a substantial portion of their tuition, the majority of students rely on funds received from federal financial aid programs under Title IV Programs of the Higher Education Act of 1965, as amended (“HEA”), as well as from various veterans’ benefits programs. For further discussion, see Note 2 on “Summary of Significant Accounting Policies - Concentration of Risk” and Note 24 on “Government Regulation and Financial Aid” included in our 2025 Annual Report on Form 10-K.
Note 2 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending September 30, 2026. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K.
The unaudited condensed consolidated financial statements include the accounts of Universal Technical Institute, Inc. and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
There have been no material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in Note 2 of our 2025 Annual Report on Form 10-K.
8
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Segment Recast
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, as of October 1, 2025, 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, and the new segment disclosure requirements we adopted in our 2025 Annual Report on Form 10-K, the segment disclosures in Note 16 for the three and nine months ended June 30, 2025 have been recast from the prior year presentation for comparability to the current year presentation.
Note 3 - Recent Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) and the SEC periodically issue new accounting standards or disclosure requirements in a continuing effort to improve standards of financial accounting and reporting. We have reviewed the recently issued pronouncements and concluded the following new accounting standard updates (“ASU”) or SEC rules apply to us.
Effective in Fiscal 2026
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026 and will result in enhanced additional disclosures to conform to this standard beginning with that filing.
Effective in Fiscal 2027
In July 2025, the FASB issued ASU 2025‑05, Financial Instruments – Credit Losses (Topic 326‑20): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets. Entities are required to disclose whether they elected the practical expedient and, if applicable, the cut‑off date for evaluating subsequent collections. This new guidance is effective on a prospective basis for annual periods beginning after December 15, 2025 and interim reporting periods beginning after December 15, 2026. Early adoption is permitted in both interim and annual financial statements that have not yet been issued. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting, which provides additional flexibility in hedge designations and expands the types of risk management strategies eligible for hedge accounting. The guidance is effective on a prospective basis for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this ASU may have on our financial statements and related disclosures.
Effective in Fiscal 2028
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. As clarified in ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the effective date, this new guidance is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim
9
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
Effective in Fiscal 2029
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic
350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes the prescriptive “project stage” model and requires capitalization once management authorizes funding and completion is probable. Entities must also assess whether significant development uncertainty exists. The amendments are effective prospectively for fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
Note 4 - Revenue from Contracts with Customers
Nature of Goods and Services
Revenues across the UTI and Concorde segments consist primarily of student tuition and fees derived from the programs we provide after reductions are made for discounts and scholarships that we sponsor and for refunds for students who withdraw from our programs prior to specified dates. We apply the five-step model outlined in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Tuition and fee revenue is recognized ratably over the term of the course or program offered.
In addition to revenue from tuition and fees, UTI and Concorde derive supplemental revenues from sales of textbooks and program supplies and other revenues from dealer technician training and staffing services to manufacturers. All of these revenues are recognized as the transfer of goods or services occurs. Deferred revenue represents the excess of tuition and fee payments received as compared to tuition and fees earned and is reflected as a current liability in our condensed consolidated balance sheets because it is expected to be earned within the next 12 months.
All of our revenues are generated within the United States. The impact of economic factors on the nature, amount, timing and uncertainty of revenue and cash flows is consistent across our various programs for both the UTI and Concorde segments. See Note 16 for disaggregated segment revenue information.
The following table provides information about receivables and deferred revenue resulting from our enrollment agreements with students:
| June 30, 2026 | September 30, 2025 | |||||||||||||
Receivables (1) | $ | $ | ||||||||||||
| Deferred revenue | ||||||||||||||
During the nine months ended June 30, 2026, the deferred revenue balance included decreases for revenues recognized during the period and increases related to new students who started their training programs during the period.
Note 5 - Investments
During 2025, we invested a portion of our cash and cash equivalents in short-term investments which primarily consisted of corporate and government bonds with a minimum credit rating of A. We had the ability and intention to hold these investments until maturity and therefore classified these investments as held-to-maturity, which are recorded at amortized cost. Beginning in October 2025, we purchased additional investments in corporate and government bonds with a minimum credit rating of A, which we classified as available-for-sale to provide future liquidity to support our strategic growth initiatives. These available-for-sale investments are recorded at market value. All held-to-maturity investments with a maturity of less than one year and all investments designated as available-for-sale are presented as “Short-term investments,” while held-to-maturity investments with maturities of greater than one year are presented in “Other assets” on our condensed consolidated balance sheets.
10
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
During the three months ended June 30, 2026, we sold securities classified as available-for-sale for net proceeds of $31.7 million. The gross realized gain (loss) recognized in “Other income (expense), net” in the condensed consolidated statements of operations at the time of sale was not material.
The amortized cost, gross unrealized gains or losses, and fair value of investments classified as held-to-maturity and available-for-sale at June 30, 2026 and September 30, 2025 were as follows:
| June 30, 2026 | ||||||||||||||||||||||||||
| Gross Unrealized | Estimated Fair | |||||||||||||||||||||||||
| Corporate and Government Bonds | Amortized Cost | Gains | Losses | Market Value | ||||||||||||||||||||||
| Available-for-sale | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Held-to-maturity - short-term | ( | |||||||||||||||||||||||||
| Total investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
| September 30, 2025 | ||||||||||||||||||||||||||
| Gross Unrealized | Estimated Fair | |||||||||||||||||||||||||
| Corporate and Government Bonds | Amortized Cost | Gains | Losses | Market Value | ||||||||||||||||||||||
| Held-to-maturity - short-term | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Held-to-maturity - long-term | ||||||||||||||||||||||||||
| Total investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
Investments are exposed to various risks, including interest rate, market and credit risk. As a result, it is possible that changes in the values of these investments may occur and that such changes could affect the amounts reported in the condensed consolidated financial statements.
Note 6 - Fair Value Measurements
The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers:
Level 1: Defined as quoted market prices in active markets for identical assets or liabilities.
Level 2: Defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Defined as unobservable inputs that are not corroborated by market data.
11
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| June 30, 2026 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
Money market funds(1) | $ | $ | $ | $ | ||||||||||||||||||||||
Corporate and government bonds(2) | ||||||||||||||||||||||||||
Notes receivable(3) | ||||||||||||||||||||||||||
| Total assets at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
Revolving credit facility and term loans(4) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| September 30, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
Money market funds(1) | $ | $ | $ | $ | ||||||||||||||||||||||
Corporate and government bonds(2) | ||||||||||||||||||||||||||
Notes receivable(3) | ||||||||||||||||||||||||||
| Total assets at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
Revolving credit facility and term loans(4) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities at fair value on a recurring basis | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Money market funds and other highly liquid investments with maturity dates less than 90 days are reflected as “Cash and cash equivalents” in our condensed consolidated balance sheets as of June 30, 2026 and September 30, 2025.
(2) See Note 5 for further discussion on the corporate and government bonds.
(3) Notes receivable relate to UTI’s proprietary loan program and are reflected as “Notes receivable, current portion” and “Notes receivable, less current portion” in our condensed consolidated balance sheets as of June 30, 2026 and September 30, 2025.
(4) The Credit Facility and Term Loans bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2).
12
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 7 - Property and Equipment, net
Property and equipment, net consisted of the following:
| Depreciable Lives (in years) | June 30, 2026 | September 30, 2025 | ||||||||||||||||||
| Land | — | $ | $ | |||||||||||||||||
| Buildings and building improvements | ||||||||||||||||||||
| Leasehold improvements | ||||||||||||||||||||
| Training equipment | ||||||||||||||||||||
| Office and computer equipment | ||||||||||||||||||||
| Internally developed software | ||||||||||||||||||||
| Internally developed curriculum | ||||||||||||||||||||
| Vehicles | ||||||||||||||||||||
| Right-of-use assets for finance leases | ||||||||||||||||||||
| Construction in progress | — | |||||||||||||||||||
| Property and equipment, gross | ||||||||||||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | ||||||||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||||||||
Depreciation expense related to property and equipment was $10.0 million and $27.1 million for the three and nine months ended June 30, 2026, and $8.1 million and $23.8 million for the three and nine months ended June 30, 2025.
Note 8 - Intangible Assets
The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for those intangible assets that are subject to amortization as of June 30, 2026:
| Gross Carrying Value | Accumulated Amortization | Net Book Value | Weighted Average Remaining Useful Life (Years) | |||||||||||||||||||||||
| Internally developed software | $ | $ | ( | $ | ||||||||||||||||||||||
| Internally developed curriculum | ( | |||||||||||||||||||||||||
| Trademarks, trade names and other | ( | |||||||||||||||||||||||||
| Acquired curriculum | ( | |||||||||||||||||||||||||
| Intangible assets subject to amortization | ( | |||||||||||||||||||||||||
| Accreditations and regulatory approvals | — | Indefinite | ||||||||||||||||||||||||
| Development in progress | — | — | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||||||||
13
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
The following table provides the gross carrying value, accumulated amortization, net book value and remaining useful life for those intangible assets that are subject to amortization as of September 30, 2025:
| Gross Carrying Value | Accumulated Amortization | Net Book Value | Weighted Average Remaining Useful Life (Years) | |||||||||||||||||||||||
| Trademarks, trade names and other | $ | $ | ( | $ | ||||||||||||||||||||||
| Acquired curriculum | ( | |||||||||||||||||||||||||
| Intangible assets subject to amortization | ( | |||||||||||||||||||||||||
| Accreditations and regulatory approvals | — | Indefinite | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||||||||
Amortization expense was $0.4 million and $1.3 million for the three and nine months ended June 30, 2026, and $0.2 million and $0.7 million for the three and nine months ended June 30, 2025.
Future intangible asset amortization expense is expected to be as follows:
| Fiscal Year | ||||||||||||||||||||||||||||||||||||||
Remainder of 2026 | $ | |||||||||||||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||||||||||||||
The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. Our indefinite-lived intangible assets are reviewed at least annually for impairment as of August 1, or more frequently if there are indicators of impairment. There were no indicators of impairment for our indefinite-lived intangible assets as of June 30, 2026.
Note 9 - Leases
As of June 30, 2026, we have facility leases at 32 of our 34 operating campuses, the new UTI Atlanta, Georgia campus which opened in July 2026, three non-operating campuses that are currently under construction, and three non-campus locations which are all under non-cancelable operating or finance leases.
During the nine months ended June 30, 2026, we signed a lease agreement for a new Concorde Atlanta, Georgia campus as well as a lease to relocate the Concorde North Hollywood, California campus to Burbank, California. As of June 30, 2026, these leases, which have not yet commenced and which relate to properties that we have not yet taken possession, will have total minimum lease payments of approximately $50.1 million over a range of 11 to 15 years.
Some of our leases contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from 5 to 20 years and expire at various dates through 2040. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which as of June 30, 2026, resulted in minimal income. All leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets.
14
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
The components of lease expense during the three and nine months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||
| Lease Expense | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Operating lease expense(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance lease expense: | ||||||||||||||||||||||||||
| Amortization of leased assets | ||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Variable lease expense | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Excludes the expense for short-term leases, which was not significant for the three and nine months ended June 30, 2026 and 2025.
Supplemental balance sheet, cash flow and other information related to our leases was as follows (in thousands, except lease term and discount rate):
| Leases | Classification | June 30, 2026 | September 30, 2025 | |||||||||||||||||
| Assets: | ||||||||||||||||||||
| Operating lease assets | Right-of-use assets for operating leases | $ | $ | |||||||||||||||||
| Finance lease assets | ||||||||||||||||||||
| Total leased assets | $ | $ | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating lease liabilities | Operating lease liabilities, current portion | $ | $ | |||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||
| Non-current | ||||||||||||||||||||
| Operating lease liabilities | Operating lease liabilities | |||||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
(1) The finance lease assets and liabilities as of June 30, 2026 and September 30, 2025 consisted of one 3.3 million and $2.6 million as of June 30, 2026 and September 30, 2025, respectively.
| Lease Term and Discount Rate | June 30, 2026 | September 30, 2025 | ||||||||||||
| Weighted-average remaining lease term (in years): | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance lease | ||||||||||||||
| Weighted average discount rate: | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance lease | % | % | ||||||||||||
15
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| Nine Months Ended June 30, | ||||||||||||||
| Supplemental Disclosure of Cash Flow and Other Information | 2026 | 2025 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
| Non-cash activity related to lease liabilities: | ||||||||||||||
| Lease assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
Maturities of lease liabilities were as follows:
| As of June 30, 2026 | |||||||||||||||||
| Years ending September 30, | Operating Leases | Finance Lease | |||||||||||||||
| Remainder of 2026 | $ | $ | |||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| 2031 and thereafter | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Less: interest | ( | ( | |||||||||||||||
| Present value of lease liabilities | |||||||||||||||||
| Less: current lease liabilities | ( | ( | |||||||||||||||
| Long-term lease liabilities | $ | $ | |||||||||||||||
Note 10 - Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
| June 30, 2026 | September 30, 2025 | ||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued tool sets | |||||||||||
| Other accrued expenses | |||||||||||
| Total accounts payable and accrued expenses | $ | $ | |||||||||
16
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 11 - Debt
Total debt consisted of the following:
| June 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||
| Interest Rate | Maturity Date | Carrying Value of Debt(6) | Carrying Value of Debt(6) | |||||||||||||||||||||||
Revolving Credit Facility(1) | % | Nov 2027 | $ | $ | ||||||||||||||||||||||
Avondale Term Loan(2) | % | May 2028 | ||||||||||||||||||||||||
Lisle Term Loan(3) | % | Apr 2029 | ||||||||||||||||||||||||
Finance lease(4) | % | Jan 2029 | ||||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||
Debt issuance costs presented with debt (5) | ( | ( | ||||||||||||||||||||||||
| Total debt, net | ||||||||||||||||||||||||||
| Less: current portion of long-term debt | ( | ( | ||||||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||||||||
(1) Interest on the Revolving Credit Facility (as defined below) accrues at an annual rate equal to Daily Term SOFR plus a margin of 1.85 %.
(2) Interest on the Avondale Term Loan (as defined below) accrues at a rate equal to one-month Term SOFR plus 2.0 % and a tranche adjustment of 0.046 %.
(3) Interest on the Lisle Term Loan (as defined below) accrues at a rate equal to one-month Term SOFR plus 2.0 %.
(4) The finance lease is related to a facility lease with an annual interest rate of 6.02 % that matures in 2029. See Note 9 for additional details on our finance lease.
(5) The unamortized debt issuance costs relate to the Avondale Term Loan and the Lisle Term Loan.
(6) The Revolving Credit Facility, Avondale Term Loan, Lisle Term Loan and finance leases bear interest at rates commensurate with market rates, and therefore, the respective carrying values approximate fair value (Level 2).
Revolving Credit Facility
On November 18, 2022, we entered into a $100.0 million senior secured revolving credit facility with Fifth Third Bank (the “Credit Facility” or “Revolving Credit Facility”), which included a $20.0 million sub facility available for letters of credit. On September 26, 2024, we amended the Credit Facility to increase the commitment amount to $125.0 million, extend the maturity date to November 30, 2027, and provide for the option to request an increase of up to an additional $25.0 million, which may be granted at the lender’s discretion. Advances made under the Credit Facility bear interest at an annual rate equal to (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, or (iii) the Base Rate (i.e., the greater of 3.5 % and the lender’s prime rate). In each case that a SOFR rate is selected, an applicable margin that varies from 1.85 % up to 2.35 %, based on our then-current total leverage ratio, is applied.
During the nine months ended June 30, 2026, we made payments on the Credit Facility of $120.0 million and we received proceeds of $195.0 million. In July 2025, we issued a letter of credit for $19.6 million to the U.S. Department of Education (“ED”) in order to lift the core growth restrictions imposed on Concorde and UTI campuses as a result of our acquisition of Concorde. The remaining availability under the Credit Facility as of June 30, 2026 was $10.4 million, and the sub facility available for letters of credit was $0.4 million.
In July 2026, we used cash on hand to repay $95.0 million outstanding on the Credit Facility and we were notified by the ED that the $19.6 million letter of credit was released, which increased the availability under the Credit Facility to $125.0 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs.
17
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Avondale Term Loan
In connection with the Avondale, Arizona building purchase in December 2020, we entered into a credit agreement with Fifth Third Bank (the “Avondale Lender”) on May 12, 2021 in the maximum principal amount of $31.2 million with a maturity of seven years (the “Avondale Term Loan”). The Avondale Term Loan bears interest at the rate of Term SOFR plus 2.0 % and a tranche rate adjustment of 0.046 %. Principal and interest payments are due monthly. The Avondale Term Loan is secured by a first priority lien on our Avondale, Arizona property, including all land and improvements. Additionally, we entered into an interest rate swap agreement with the Avondale Lender. See Note 12 for further discussion on the interest rate swap.
Lisle Term Loan
On April 14, 2022, our consolidated subsidiary, 2611 Corporate West Drive Venture LLC (the “Borrower”), entered into a new Loan Agreement (“Lisle Loan Agreement”) with Valley National Bank (the “Lisle Lender”), to fund the acquisition and retire the prior loan agreement with Western Alliance Bank, via a term loan in the original principal amount of $38.0 million with a maturity of seven years (the “Lisle Term Loan” and together with the Avondale Term Loan, the “Term Loans”). The Lisle Term Loan bears interest at a rate of one-month Term SOFR plus 2.0 %. The Lisle Term Loan is secured by a mortgage on the Lisle, Illinois campus and is guaranteed by the Company. In connection with the Lisle Term Loan, we entered into an interest rate swap agreement. See Note 12 for further discussion on the interest rate swap.
Debt Covenants for our Credit Facility and Term Loans
We are subject to certain customary affirmative and negative covenants under the Revolving Credit Facility and the Term Loans, including, without limitation, certain reporting obligations, certain limitations on restricted payments, limitations on liens, encumbrances and indebtedness and various financial covenants, including debt service coverage ratios. As of June 30, 2026, we were in compliance with all financial debt covenants.
Debt Maturities
Scheduled principal payments due on our debt for the remainder of 2026 and for each fiscal year through the period ended September 30, 2030, and thereafter were as follows at June 30, 2026:
| Maturity | Revolving Credit Facility & Term Loans | Finance Lease | Total | |||||||||||||||||
| Remainder of 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 and thereafter | ||||||||||||||||||||
| Subtotal | ||||||||||||||||||||
| Debt issuance costs presented with debt | ( | ( | ||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Note 12 - Derivative Financial Instruments
In the normal course of business, our operations are exposed to market risks, including the effect of changes in interest rates. We may enter into derivative financial instruments to offset these underlying market risks.
On March 31, 2023, we entered into a new interest rate swap agreement, effective April 3, 2023, with the Avondale Lender that effectively fixes the interest rate we pay on 50 % of the principal amount of the Avondale Term Loan at 1.45 % for the entire loan term (the “Avondale Swap”). The Avondale Swap was designated as an effective cash flow hedge for accounting and tax purposes.
18
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
On April 14, 2022, in connection with the Lisle Term Loan described in Note 11, we entered into an interest rate swap agreement with the Lisle Lender that effectively fixes the interest rate on 50 % of the principal amount of the Lisle Term Loan at 4.69 % for the entire loan term, or seven years (the “Lisle Swap”). On April 14, 2022, the Lisle Swap was designated as an effective cash flow hedge for accounting and tax purposes.
Of the net amount of the existing gains that are reported in “Accumulated other comprehensive income” as of June 30, 2026, we estimate that $0.5 million will be reclassified to “Interest expense” within the next twelve months. As of June 30, 2026, the notional amounts of the Avondale Swap and Lisle Swap were approximately $13.4 million and $17.7 million, respectively. As of September 30, 2025, the notional amounts of the Avondale Swap and Lisle Swap were approximately $13.7 million and $18.0 million, respectively.
Fair Value of Derivative Instruments
The following table presents the fair value of our Avondale Swap and Lisle Swap (Level 2) which are designated as cash flow hedges and the related classification on the condensed consolidated balance sheets as of June 30, 2026 and September 30, 2025:
| Interest Rate Swaps | June 30, 2026 | September 30, 2025 | ||||||||||||
| Other current assets | $ | $ | ||||||||||||
| Other assets | ||||||||||||||
| Total fair value of assets designated as hedging instruments | $ | $ | ||||||||||||
Effect of Cash Flow Hedge Accounting on the Consolidated Statements of Operations and Accumulated Other Comprehensive Income
The table below presents the effect of cash flow hedge accounting for our Avondale Swap and Lisle Swap on the condensed consolidated statement of operations and “Accumulated other comprehensive income” for the three and nine months ended June 30, 2026 and 2025:
| Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative, net of taxes | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | ||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Avondale Swap and Lisle Swap | $ | $ | |||||||||||||||
| Nine Months Ended June 30, 2026 | |||||||||||||||||
| Avondale Swap and Lisle Swap | $ | $ | |||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Avondale Swap and Lisle Swap | $( | $ | |||||||||||||||
| Nine Months Ended June 30, 2025 | |||||||||||||||||
| Avondale Swap and Lisle Swap | $ | $ | |||||||||||||||
Note 13 - Income Taxes
Our income tax expense for the three months ended June 30, 2026 was $0.8 million, or 26.5 % of pre-tax income, compared to income tax expense of $3.7 million, or 25.7 % of pre-tax income, for the three months ended June 30, 2025. Our income tax expense for the nine months ended June 30, 2026 was $4.2 million, or 21.1 % of pre-tax income, compared to $14.5 million, or 24.6 % of pre-tax income, for the nine months ended June 30, 2025. The effective income tax rate for the three and nine months ended June 30, 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
19
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
rate for the three and nine 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.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2026, we continued to maintain a valuation allowance related to certain federal and state attributes, which are not expected to be utilized prior to expiration.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. We continue to evaluate the effects of the new tax legislation as part of our quarterly procedures, and the impacts effective as of the reporting date have been reflected.
Note 14 - Restructuring Charges
During the three months ended June 30, 2026, management approved and implemented phase I of a multi-phase restructuring plan across all segments to simplify how we operate, improve student acquisition and better align our resources behind the highest-return opportunities across the business. Phase I resulted in a workforce reduction with total restructuring charges of $1.1 million, consisting primarily of severance and employee benefit costs. Of the total restructuring charges recognized during the three and nine months ended June 30, 2026, $0.8 0.3 0.7 0.2 0.2 0.7 million remains unpaid as of June 30, 2026.
Additional phases of this restructuring plan will be rolled out over the next three years as part of our continued focus on optimization and to better align resources to support our overall growth strategy.
Note 15 - Commitments and Contingencies
Legal
In the ordinary conduct of our business, we are periodically subject to lawsuits, demands in arbitration, investigations, regulatory proceedings or other claims, including, but not limited to, claims involving current or former students, routine employment matters, business disputes and regulatory demands. When we are aware of a claim or potential claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we accrue a liability for the loss. When a loss is not both probable and estimable, we do not accrue a liability. Where a loss is not probable but is reasonably possible, including if a loss in excess of an accrued liability is reasonably possible, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claims. We are not currently a party to any material legal proceedings, but note that legal proceedings could, generally, have a material adverse effect on our business, cash flows, results of operations or financial condition.
Note 16 - Segment Information
We operate our business in two reportable segments: (i) the UTI segment; and (ii) the Concorde segment. Each reportable segment represents a group of post-secondary education providers that offer a variety of degree and non-degree academic programs. “Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments and is included to reconcile segment results to the consolidated financial statements.
These segments are organized by key market segments to enhance operational alignment to more effectively execute our
strategic plan. Our reportable segments reflect the manner in which Jerome Grant, our Chief Executive Officer and the chief
operating decision-maker (“CODM”), evaluates performance and allocates resources. The CODM evaluates segment performance based on operating results. When making decisions to allocate resources, the CODM analyzes segment revenue and operating expenses which are directly attributable to the costs to serve and educate students. The CODM uses revenue
20
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
and income from operations for each segment in the budgeting and forecasting processes. As previously discussed in Note 2, the segment disclosures for the three and nine months ended June 30, 2025 have been recast from the prior year presentation for comparability to the current year presentation.
Summary information by reportable segment is as follows:
| UTI | Concorde | Corporate | Consolidated | |||||||||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Compensation and benefits | ||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||
| Occupancy | ||||||||||||||||||||||||||
| Student related | ||||||||||||||||||||||||||
| General operations | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Professional and contract services | ||||||||||||||||||||||||||
Other expenses(1) | ||||||||||||||||||||||||||
Corporate support(2) | ( | |||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Compensation and benefits | ||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||
| Occupancy | ||||||||||||||||||||||||||
| Student related | ||||||||||||||||||||||||||
| General operations | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Professional and contract services | ||||||||||||||||||||||||||
Other expenses(1) | ||||||||||||||||||||||||||
Corporate support(2) | ( | |||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
21
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
| UTI | Concorde | Corporate | Consolidated | |||||||||||||||||||||||
| Nine Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Compensation and benefits | ||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||
| Occupancy | ||||||||||||||||||||||||||
| Student related | ||||||||||||||||||||||||||
| General operations | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Professional and contract services | ||||||||||||||||||||||||||
Other expenses(1) | ||||||||||||||||||||||||||
Corporate support(2) | ( | |||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Nine Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Compensation and benefits | ||||||||||||||||||||||||||
| Advertising | ||||||||||||||||||||||||||
| Occupancy | ||||||||||||||||||||||||||
| Student related | ||||||||||||||||||||||||||
| General operations | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Professional and contract services | ||||||||||||||||||||||||||
Other expenses(1) | ||||||||||||||||||||||||||
Corporate support(2) | ( | |||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | |||||||||||||||||||||
| As of June 30, 2026 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
As of September 30, 2025 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Other expenses include employee-related travel and entertainment expenses.
(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.
22
UNIVERSAL TECHNICAL INSTITUTE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
Note 17 - Government Regulation and Financial Aid
As discussed in our 2025 Annual Report on Form 10-K, our institutions participate in a range of government-sponsored student assistance programs. The most significant of these is the federal student aid programs administered by the ED pursuant to Title IV of the HEA, commonly referred to as the Title IV Programs. Generally, to participate in the Title IV Programs, an institution must be licensed or otherwise legally authorized to operate in the state where it is physically located, be accredited by an accreditor recognized by ED, be certified as an eligible institution by ED, offer at least one eligible program of education, and comply with other statutory and regulatory requirements.
Each of our institutions holds the state or other authorizations required to operate and offer postsecondary education programs, and to recruit in the states in which it engages in recruiting activities. In addition, our institutions are accredited by ED-recognized accreditors: all of the UTI institutions and 13 of the Concorde institutions are accredited by the Accrediting Commission of Career Schools and Colleges, while the remaining three Concorde institutions are accredited by the Council on Occupational Education. ED will certify an institution to participate in the Title IV programs only after the institution has demonstrated compliance with the HEA and ED’s extensive regulations regarding institutional eligibility. An institution must also demonstrate its compliance to ED on an ongoing basis. As of June 30, 2026, management believes the Company and its institutions are in compliance with the applicable regulations in all material respects. See “Part I, Item 1. Regulatory Environment” and “Part I, Item 1. State and Accreditor Approvals” in our 2025 Annual Report on Form 10-K for a detailed discussion of the regulatory environment in which the Company operates.
Because the Company operates in a highly regulated industry, it, like other industry participants, may be subject from time to time to investigations, claims of non-compliance, or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions, or common law causes of action. There can be no assurance that regulatory agencies or third parties will not undertake investigations or make claims against the Company, or that such claims, if made, will not have a material adverse effect on the Company’s business, results of operations or financial condition.
23
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and those in our 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to those described under “Risk Factors” in our 2025 Annual Report on Form 10-K and included in Part II, Item 1A of this Quarterly Report on Form 10-Q. See also “Cautionary Note Regarding Forward-Looking Statements” on page ii of this Quarterly Report on Form 10-Q.
Company Overview
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:
Universal Technical Institute (“UTI”): As of June 30,2026, UTI operated 16 campuses located in nine states, offering 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. In July 2026, UTI opened its new campus in Atlanta, Georgia, bringing the total operating campuses to 17 locations in 10 states.
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.
“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. See Note 16 of the notes to our condensed consolidated financial statements herein for additional details on our segments.
All of our campuses are accredited and are eligible for federal student financial assistance funds under the Higher Education Act of 1965, as amended, commonly referred to as Title IV Programs, which are administered by the U.S. Department of Education (“ED”). Our programs are also eligible for financial aid from federal sources other than Title IV Programs, such as the programs administered by the U.S. Department of Veterans Affairs and under the Workforce Innovation and Opportunity Act.
We believe that our industry-focused educational model and national presence has enabled us to develop valuable industry relationships, which provide us with significant competitive advantages and supports our market leadership, along with enabling us to provide highly specialized education to our students, resulting in enhanced employment opportunities and the potential for higher wages for our graduates.
Overview of the Three and Nine Months Ended June 30, 2026
Revenues for the three months ended June 30, 2026 were $218.9 million, an increase of $14.6 million, or 7.2%, from the comparable period in the prior year. UTI revenues increased by approximately $6.6 million, or 5.0%, and Concorde revenues increased by approximately $8.1 million, or 11.1%. 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.
24
Revenues for the nine months ended June 30, 2026 were $661.2 million, an increase of $48.0 million, or 7.8%, from the comparable period in the prior year. UTI revenues increased by approximately $26.4 million, or 6.6%, and Concorde revenues increased by approximately $21.6 million, or 10.0%. 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.
Total income from operations was $3.2 million and $19.3 million during the three and nine months ended June 30, 2026, respectively, compared to $14.2 million and $58.5 million for the three and nine months ended June 30, 2025. The decrease for the three and nine months ended June 30, 2026 was primarily driven by approximately $9.0 million and $27.6 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.
Business Strategy
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.
During fiscal 2026, we executed the following as part of our business strategy:
•The UTI San Antonio, Texas campus successfully opened in March 2026 as the Company’s first-ever campus focused exclusively on skilled trades programs. At its approximately 51,000 square foot facility, UTI San Antonio, Texas offers programs in aviation, welding, HVACR and various electrical training programs.
•The UTI Atlanta, Georgia campus opened to students in July 2026, marking our first campus in the state of Georgia. The approximately 117,000 square foot facility offers multi-discipline programs in automotive, diesel, aviation, electrical, robotics and automation, HVACR and welding.
•We announced four new campus locations as part of Phase II of its North Star growth strategy. These campuses include a new UTI campus in Salt Lake City, Utah and new Concorde campuses in Houston, Texas, Glendale, Arizona and Atlanta, Georgia. All are expected to open in 2027 pending regulatory approvals.
•Concorde relocated its Aurora, Colorado campus to Denver, Colorado in June 2026. At 60,000 square feet, the Denver facility is larger than the previous Aurora location and allows for increased student capacity by approximately 200 students thus expanding healthcare training programs in the area.
•We completed the expansion of the UTI Dallas, Texas campus, which added 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.
•Concorde announced plans to relocate its North Hollywood, California campus to a larger, modern facility in Burbank, California. The relocated campus is expected to open in fiscal 2027 and will occupy more than 48,000 square feet, enabling Concorde to expand healthcare program offerings and increase student capacity by up to 45% at the new location.
•Concorde launched 12 additional healthcare training programs across campuses in California, Florida, Missouri and Texas, including dental assistant, diagnostic medical sonography, pharmacy technician, radiologic technology and surgical technology.
•UTI expanded its core automotive technology curriculum to include battery hybrid electric vehicle (BHEV) and electric vehicle (EV) training at 13 campuses. The curriculum will also be incorporated into future automotive technology program launches, including the new Atlanta, Georgia campus and the planned Salt Lake City, Utah campus.
•UTI expanded its HVACR program to the Lisle, Illinois campus, increasing the program’s availability to eight campuses nationwide.
In addition, we continue to pursue other opportunities that align with our business strategy.
25
Regulatory Environment
See Note 17 of the notes to our condensed consolidated financial statements herein for a discussion of our regulatory environment.
Results of Operations: Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following table sets forth selected statements of operations data, including as a percentage of revenues for each of the periods indicated:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | |||||||||||||||||||||||
| Revenues | $ | 218,907 | 100.0 | % | $ | 204,298 | 100.0 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Educational services and facilities | 118,334 | 54.1 | % | 105,604 | 51.7 | % | ||||||||||||||||||||
| Selling, general and administrative | 97,328 | 44.5 | % | 84,542 | 41.4 | % | ||||||||||||||||||||
| Total operating expenses | 215,662 | 98.6 | % | 190,146 | 93.1 | % | ||||||||||||||||||||
| Income from operations | 3,245 | 1.5 | % | 14,152 | 6.9 | % | ||||||||||||||||||||
| Interest income | 764 | 0.3 | % | 1,445 | 0.7 | % | ||||||||||||||||||||
| Interest expense | (1,013) | (0.5) | % | (1,394) | (0.7) | % | ||||||||||||||||||||
| Other income (expense), net | 103 | — | % | 149 | 0.1 | % | ||||||||||||||||||||
| Total other (expense) income, net | (146) | (0.2) | % | 200 | 0.1 | % | ||||||||||||||||||||
| Income before income taxes | 3,099 | 1.4 | % | 14,352 | 7.0 | % | ||||||||||||||||||||
| Income tax expense | (820) | (0.4) | % | (3,689) | (1.8) | % | ||||||||||||||||||||
| Net income | $ | 2,279 | 1.0 | % | $ | 10,663 | 5.2 | % | ||||||||||||||||||
Revenues and Student Metrics
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| Student Metrics | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||
| Average full-time active students | 25,131 | 23,757 | 5.8 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 6,342 | 5,721 | 10.9 | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 24,408 | 22,369 | 9.1 | % | ||||||||||||||||||||||||||||||||||
Our revenues for the three months ended June 30, 2026 were $218.9 million, an increase of $14.6 million, or 7.2%, as compared to revenues of $204.3 million for the three months ended June 30, 2025. Average full-time active students for the three months ended June 30, 2026 was 25,131, an increase of 5.8% compared to the prior year. For the three months ended June 30, 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.
26
Educational services and facilities expenses
The following table sets forth the significant components of our educational services and facilities expenses (in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Compensation and related costs | $ | 68,526 | $ | 62,338 | $ | 6,188 | 9.9 | % | ||||||||||||||||||
| Occupancy costs | 15,619 | 14,399 | 1,220 | 8.5 | % | |||||||||||||||||||||
| Supplies, training aids and student expense | 17,993 | 14,115 | 3,878 | 27.5 | % | |||||||||||||||||||||
| Depreciation and amortization expense | 9,783 | 7,714 | 2,069 | 26.8 | % | |||||||||||||||||||||
| Other educational services and facilities expenses | 6,413 | 7,038 | (625) | (8.9) | % | |||||||||||||||||||||
| Total educational services and facilities expense | $ | 118,334 | $ | 105,604 | $ | 12,730 | 12.1 | % | ||||||||||||||||||
Our educational services and facilities expenses were $118.3 million for the three months ended June 30, 2026, as compared to $105.6 million for the three months ended June 30, 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.
Compensation and related costs increased by $6.2 million for the three months ended June 30, 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.
Occupancy costs increased by $1.2 million for the three months ended June 30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, training aids and student expense increased by $3.9 million for the three months ended June 30, 2026, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.
Depreciation and amortization expense increased by $2.1 million for the three months ended June 30, 2026, primarily due to new property and equipment to support new campuses and expanded program offerings.
Selling, general and administrative expenses
The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Compensation and related costs | $ | 46,345 | $ | 40,437 | $ | 5,908 | 14.6 | % | ||||||||||||||||||
| Advertising and marketing expense | 26,147 | 22,695 | 3,452 | 15.2 | % | |||||||||||||||||||||
| Other selling, general and administrative expenses | 24,836 | 21,410 | 3,426 | 16.0 | % | |||||||||||||||||||||
Total selling, general and administrative expenses | $ | 97,328 | $ | 84,542 | $ | 12,786 | 15.1 | % | ||||||||||||||||||
Our selling, general and administrative expenses for the three months ended June 30, 2026 were $97.3 million, as compared to $84.5 million for the three months ended June 30, 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.
Compensation and related costs increased by $5.9 million for the three months ended June 30, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.
Advertising and marketing expense increased year-over-year by $3.5 million. Advertising and marketing expense as a percentage of revenues increased to 11.9% for the three months ended June 30, 2026 as compared to 11.1% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of new campuses and expansions of programs on our existing campuses.
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Other selling, general and administrative expenses increased by $3.4 million primarily due to an increase in our provision for credit losses of $1.5 million as a result of higher revenues and higher student volumes. Additionally, there was an increase in software expenses and contract services of $1.3 million due to continued investment in technology to support the execution of our growth, diversification, and optimization strategy. These increases were offset by decreases in other expenses as we continue to focus on cost optimization.
Income taxes
Income tax expense for the three months ended June 30, 2026 was $0.8 million, or 26.5% of pre-tax income, compared to income tax expense of $3.7 million, or 25.7% of pre-tax income, for the three months ended June 30, 2025. The effective income tax rate for the three months ended June 30, 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 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. See Note 13 of the notes to the condensed consolidated financial statements herein for additional details.
Segment Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
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, as of October 1, 2025, 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 June 30, 2025 have been recast from the prior year presentation for comparability to the current year presentation.
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 June 30, 2026 and 2025 (dollars in thousands), including comparisons of our year-over-year performance between these periods.
The following table presents results for the activity for our reportable operating segments for the three months ended June 30, 2026 and 2025:
| UTI | Concorde | Corporate | Consolidated | |||||||||||||||||||||||
Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Revenues | $ | 138,015 | $ | 80,892 | $ | — | $ | 218,907 | ||||||||||||||||||
| Compensation and benefits | 58,274 | 36,699 | 19,898 | 114,871 | ||||||||||||||||||||||
| Advertising | 16,243 | 9,696 | 208 | 26,147 | ||||||||||||||||||||||
| Occupancy | 10,882 | 6,655 | 976 | 18,513 | ||||||||||||||||||||||
| Student related | 12,326 | 5,494 | — | 17,820 | ||||||||||||||||||||||
| General operations | 6,157 | 4,605 | 5,634 | 16,396 | ||||||||||||||||||||||
| Depreciation and amortization | 7,284 | 2,751 | 375 | 10,410 | ||||||||||||||||||||||
| Professional and contract services | 2,318 | 1,297 | 4,258 | 7,873 | ||||||||||||||||||||||
Other expenses(1) | 1,969 | 711 | 952 | 3,632 | ||||||||||||||||||||||
Corporate support(2) | 16,748 | 9,813 | (26,561) | — | ||||||||||||||||||||||
| Total operating expenses | 132,201 | 77,721 | 5,740 | 215,662 | ||||||||||||||||||||||
| Income (loss) from operations | 5,814 | 3,171 | (5,740) | 3,245 | ||||||||||||||||||||||
| Net income (loss) | $ | 5,020 | $ | 3,130 | $ | (5,871) | $ | 2,279 | ||||||||||||||||||
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| UTI | Concorde | Corporate | Consolidated | |||||||||||||||||||||||
Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Revenues | $ | 131,462 | $ | 72,836 | $ | — | $ | 204,298 | ||||||||||||||||||
| Compensation and benefits | 51,230 | 34,122 | 17,423 | 102,775 | ||||||||||||||||||||||
| Advertising | 15,008 | 7,534 | 153 | 22,695 | ||||||||||||||||||||||
| Occupancy | 9,920 | 6,494 | 233 | 16,647 | ||||||||||||||||||||||
| Student related | 7,671 | 6,122 | — | 13,793 | ||||||||||||||||||||||
| General operations | 5,532 | 5,123 | 3,146 | 13,801 | ||||||||||||||||||||||
| Depreciation and amortization | 6,048 | 1,939 | 328 | 8,315 | ||||||||||||||||||||||
| Professional and contract services | 2,360 | 1,264 | 4,590 | 8,214 | ||||||||||||||||||||||
Other expenses(1) | 1,648 | 1,182 | 1,076 | 3,906 | ||||||||||||||||||||||
Corporate support(2) | 14,320 | 7,933 | (22,253) | — | ||||||||||||||||||||||
| Total operating expenses | 113,737 | 71,713 | 4,696 | 190,146 | ||||||||||||||||||||||
| Income (loss) from operations | 17,725 | 1,123 | (4,696) | 14,152 | ||||||||||||||||||||||
| Net income (loss) | $ | 16,439 | $ | 1,084 | $ | (6,860) | $ | 10,663 | ||||||||||||||||||
(1) Other expenses include employee-related travel and entertainment expenses.
(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.
Segment Revenue and Student Metrics
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| UTI | ||||||||||||||||||||||||||||||||||||||
| Average full-time active students | 14,767 | 14,205 | 4.0 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 3,491 | 2,829 | 23.4 | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 14,602 | 13,874 | 5.2 | % | ||||||||||||||||||||||||||||||||||
| Concorde | ||||||||||||||||||||||||||||||||||||||
| Average full-time active students | 10,364 | 9,552 | 8.5 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 2,851 | 2,892 | (1.4) | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 9,806 | 8,495 | 15.4 | % | ||||||||||||||||||||||||||||||||||
UTI Segment
Revenues for UTI for the three months ended June 30, 2026 were $138.0 million, an increase of $6.6 million, or 5.0%, versus the prior year. Revenue increased primarily due to a 4.0% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
Concorde Segment
Revenues for Concorde for the three months ended June 30, 2026 were $80.9 million, an increase of $8.1 million, or 11.1%, versus the prior year. Revenue increased primarily due to an 8.5% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
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Segment Operating Expenses
UTI Segment
Compensation and benefits increased by $7.0 million for the three months ended June 30, 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.
Advertising expenses increased by $1.2 million for the three months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 11.8% for the three months ended June 30, 2026 as compared to 11.4% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of new campuses and expansions of programs on our existing campuses.
Occupancy expense increased by $1.0 million, primarily due to recording facility leases for two new campus locations during the prior year. The UTI San Antonio, Texas campus opened to students in March 2026 and the UTI Atlanta, Georgia campus opened in July 2026.
Student related expenses increased by $4.7 million, primarily due to costs incurred to outfit our new programs and campuses opening in fiscal 2026 and our increased population of students.
Depreciation and amortization expense increased by $1.2 million, primarily due to new property and equipment to support new campuses and expanded program offerings.
General operations expense increased by $0.6 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.
Concorde Segment
Compensation and benefits increased by $2.6 million for the three months ended June 30, 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.
Advertising expense increased by $2.2 million for the three months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.0% for the three months ended June 30, 2026 as compared to 10.3% in the prior year. This increase is due to additional advertising efforts to support the upcoming new campus launches and expansions of programs on our existing campuses.
Depreciation and amortization expense increased by $0.8 million, primarily due to new property and equipment to support new campuses and expanded program offerings.
General operations expense decreased by $0.5 million due to continued cost optimization, offset by an increase in the provision for credit losses due to growth in revenues and higher student volumes.
Corporate Segment
Compensation and benefits increased by $2.5 million for the three months ended June 30, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our growth, diversification and optimization strategy.
General operations expense increased by $2.5 million, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
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Results of Operations: Nine Months Ended June 30, 2026 Compared to Nine Months Ended June 30, 2025
The following table sets forth selected statements of operations data, including as a percentage of revenues for each of the periods indicated:
| Nine Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | % of Revenue | 2025 | % of Revenue | |||||||||||||||||||||||
| Revenues | $ | 661,153 | 100.0 | % | $ | 613,174 | 100.0 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Educational services and facilities | 346,211 | 52.4 | % | 308,233 | 50.3 | % | ||||||||||||||||||||
| Selling, general and administrative | 295,671 | 44.7 | % | 246,458 | 40.2 | % | ||||||||||||||||||||
| Total operating expenses | 641,882 | 97.1 | % | 554,691 | 90.5 | % | ||||||||||||||||||||
| Income from operations | 19,271 | 2.9 | % | 58,483 | 9.5 | % | ||||||||||||||||||||
| Interest income | 3,370 | 0.5 | % | 4,833 | 0.8 | % | ||||||||||||||||||||
| Interest expense | (2,977) | (0.5) | % | (4,724) | (0.8) | % | ||||||||||||||||||||
| Other income (expense), net | 30 | — | % | 123 | — | % | ||||||||||||||||||||
| Total other income (expense), net | 423 | — | % | 232 | — | % | ||||||||||||||||||||
| Income before income taxes | 19,694 | 3.0 | % | 58,715 | 9.6 | % | ||||||||||||||||||||
| Income tax expense | (4,155) | (0.6) | % | (14,453) | (2.4) | % | ||||||||||||||||||||
| Net income | $ | 15,539 | 2.4 | % | $ | 44,262 | 7.2 | % | ||||||||||||||||||
Revenues and Student Metrics
| Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| Student Metrics | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||
| Average full-time active students | 26,125 | 24,474 | 6.7 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 19,360 | 17,684 | 9.5 | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 24,408 | 22,369 | 9.1 | % | ||||||||||||||||||||||||||||||||||
Our revenues for the nine months ended June 30, 2026 were $661.2 million, an increase of $48.0 million, or 7.8%, as compared to revenues of $613.2 million for the nine months ended June 30, 2025. Average full-time active students for the nine months ended June 30, 2026 was 26,125, an increase of 6.7% compared to the prior year. For the nine months ended June 30, 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 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.
Educational services and facilities expenses
The following table sets forth the significant components of our educational services and facilities expenses (in thousands):
| Nine Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Compensation and related costs | $ | 200,964 | $ | 181,147 | $ | 19,817 | 11 | % | ||||||||||||||||||
| Occupancy costs | 45,163 | 40,624 | 4,539 | 11 | % | |||||||||||||||||||||
| Supplies, training aids and student expense | 54,190 | 43,647 | 10,543 | 24 | % | |||||||||||||||||||||
| Depreciation and amortization expense | 26,557 | 22,642 | 3,915 | 17 | % | |||||||||||||||||||||
| Other educational services and facilities expenses | 19,337 | 20,173 | (836) | (4) | % | |||||||||||||||||||||
| Total educational services and facilities expense | $ | 346,211 | $ | 308,233 | $ | 37,978 | 12 | % | ||||||||||||||||||
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Our educational services and facilities expenses were $346.2 million for the nine months ended June 30, 2026, as compared to $308.2 million for the nine months ended June 30, 2025. The 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.
Compensation and related costs increased by $19.8 million for the nine months ended June 30, 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.
Occupancy costs increased by $4.5 million for the nine months ended June 30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, training aids and student expense increased by $10.5 million for the nine months ended June 30, 2026, primarily due to additional purchases of student training aids and supplies to support our growth initiatives and increased student population.
Depreciation and amortization expense increased by $3.9 million for the nine months ended June 30, 2026, primarily due to new property and equipment to support new campuses and expanded program offerings.
Other educational services and facilities expenses decreased by $0.8 million for the nine months ended June 30, 2026, as we continued to focused on optimizing costs in support of our planned growth.
Selling, general and administrative expenses
The following table sets forth the significant components of our selling, general and administrative expenses (in thousands):
| Nine Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||||||||||||
| Compensation and related costs | $ | 136,798 | $ | 119,680 | $ | 17,118 | 14 | % | ||||||||||||||||||
| Advertising and marketing expense | 82,808 | 67,878 | 14,930 | 22 | % | |||||||||||||||||||||
| Other selling, general and administrative expenses | 76,065 | 58,900 | 17,165 | 29 | % | |||||||||||||||||||||
Total selling, general and administrative expenses | $ | 295,671 | $ | 246,458 | $ | 49,213 | 20 | % | ||||||||||||||||||
Selling, general and administrative expenses for the nine months ended June 30, 2026 were $295.7 million, as compared to $246.5 million for the nine months ended June 30, 2025, which is primarily due to strategic growth expenses associated with our new programs and new campuses that are expected to launch over the next several years.
Compensation and related costs increased by $17.1 million for the nine months ended June 30, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.
Advertising and marketing expense increased by $14.9 million for the nine months ended June 30, 2026. Advertising and marketing expense as a percentage of revenues increased to 12.5% for the nine months ended June 30, 2026 as compared to 11.1% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of new campuses and expansions of programs on our existing campuses.
Other selling, general and administrative expenses increased by $17.2 million for the nine months ended June 30, 2026 primarily due to an increase in the provision for credit losses of $8.7 million over the prior year as a result of higher revenue and student volumes. Additionally, there was an increase in software expenses and contract services of $5.4 million, reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
Income taxes
Income tax expense for the nine months ended June 30, 2026 was $4.2 million, or 21.1% of pre-tax income, compared to $14.5 million, or 24.6% of pre-tax income, for the nine months ended June 30, 2025. The effective income tax rate for the nine months ended June 30, 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 nine months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to non-deductible
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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.
Segment Results of Operations for the Nine Months Ended June 30, 2026 Compared to the Nine Months Ended June 30, 2025
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 nine months ended June 30, 2025 have been recast from the prior year presentation for comparability to the current year presentation.
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 nine months ended June 30, 2026 and 2025 (dollars in thousands), including comparisons of our year-over-year performance between these periods.
The following table presents results for the activity for our reportable operating segments for the nine months ended June 30, 2026 and 2025:
| UTI | Concorde | Corporate | Consolidated | |||||||||||||||||||||||
| Nine Months Ended June 30, 2026 | ||||||||||||||||||||||||||
| Revenues | $ | 423,577 | $ | 237,576 | $ | — | $ | 661,153 | ||||||||||||||||||
| Compensation and benefits | 169,703 | 109,649 | 58,410 | 337,762 | ||||||||||||||||||||||
| Advertising | 53,213 | 28,988 | 607 | 82,808 | ||||||||||||||||||||||
| Occupancy | 32,035 | 19,255 | 2,866 | 54,156 | ||||||||||||||||||||||
| Student related | 34,648 | 16,588 | — | 51,236 | ||||||||||||||||||||||
| General operations | 21,818 | 13,534 | 16,283 | 51,635 | ||||||||||||||||||||||
| Depreciation and amortization | 20,326 | 6,991 | 1,044 | 28,361 | ||||||||||||||||||||||
| Professional and contract services | 7,516 | 3,857 | 13,212 | 24,585 | ||||||||||||||||||||||
Other expenses(1) | 5,862 | 2,345 | 3,132 | 11,339 | ||||||||||||||||||||||
Corporate support(2) | 52,611 | 29,608 | (82,219) | — | ||||||||||||||||||||||
| Total operating expenses | 397,732 | 230,815 | 13,335 | 641,882 | ||||||||||||||||||||||
| Income (loss) from operations | 25,845 | 6,761 | (13,335) | 19,271 | ||||||||||||||||||||||
| Net income (loss) | $ | 23,420 | $ | 6,683 | $ | (14,564) | $ | 15,539 | ||||||||||||||||||
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| Nine Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Revenues | $ | 397,168 | $ | 216,006 | $ | — | $ | 613,174 | ||||||||||||||||||
| Compensation and benefits | 153,120 | 98,130 | 49,575 | 300,825 | ||||||||||||||||||||||
| Advertising | 44,536 | 22,791 | 551 | 67,878 | ||||||||||||||||||||||
| Occupancy | 28,245 | 18,206 | 674 | 47,125 | ||||||||||||||||||||||
| Student related | 26,511 | 17,010 | — | 43,521 | ||||||||||||||||||||||
| General operations | 14,479 | 12,985 | 8,322 | 35,786 | ||||||||||||||||||||||
| Depreciation and amortization | 17,947 | 5,499 | 1,006 | 24,452 | ||||||||||||||||||||||
| Professional and contract services | 7,330 | 3,868 | 13,457 | 24,655 | ||||||||||||||||||||||
Other expenses(1) | 4,860 | 2,777 | 2,812 | 10,449 | ||||||||||||||||||||||
Corporate support(2) | 42,153 | 23,035 | (65,188) | — | ||||||||||||||||||||||
| Total operating expenses | 339,181 | 204,301 | 11,209 | 554,691 | ||||||||||||||||||||||
| Income (loss) from operations | 57,987 | 11,705 | (11,209) | 58,483 | ||||||||||||||||||||||
| Net income (loss) | $ | 54,315 | $ | 11,591 | $ | (21,644) | $ | 44,262 | ||||||||||||||||||
(1) Other expenses include employee-related travel and entertainment expenses.
(2) Corporate support primarily includes costs for information technology, human resources, accounting and finance support services.
Segment Revenue and Student Metrics
| Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| UTI | ||||||||||||||||||||||||||||||||||||||
| Average full-time active students | 15,557 | 14,815 | 5.0 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 10,494 | 9,173 | 14.4 | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 14,602 | 13,874 | 5.2 | % | ||||||||||||||||||||||||||||||||||
| Concorde | ||||||||||||||||||||||||||||||||||||||
| Average full-time active students | 10,568 | 9,659 | 9.4 | % | ||||||||||||||||||||||||||||||||||
| Total new student starts | 8,866 | 8,511 | 4.2 | % | ||||||||||||||||||||||||||||||||||
| End of period full-time active students | 9,806 | 8,495 | 15.4 | % | ||||||||||||||||||||||||||||||||||
UTI Segment
Revenues for UTI for the nine months ended June 30, 2026 were $423.6 million, an increase of $26.4 million, or 6.6%, versus the prior year. Revenue increased primarily due to a 5.0% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
Concorde Segment
Revenues for Concorde for the nine months ended June 30, 2026 were $237.6 million, an increase of $21.6 million, or 10.0%, versus the prior year. Revenue increased primarily due to a 9.4% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
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Segment Operating Expenses
UTI Segment
Compensation and benefits increased by $16.6 million for the nine months ended June 30, 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.
Advertising expenses increased by $8.7 million for the nine months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.6% for the nine months ended June 30, 2026 as compared to 11.2% in the prior year. This increase is due to additional advertising efforts to support the upcoming new campus launches and expansions of programs on our existing campuses.
Occupancy expense increased by $3.8 million, primarily due to recording facility leases for two new campus locations and one campus expansion during the prior year. The UTI San Antonio, Texas campus and the UTI Dallas, Texas expansion both opened to students during the nine months ended June 30, 2026, and the UTI Atlanta, Georgia campus opened in July 2026.
Student related expenses increased by $8.1 million, primarily due to costs incurred to outfit our new campuses opening in fiscal 2026 and due to our increased population of students.
General operations expense increased by $7.3 million, primarily due to an increase in the provision for credit losses due to growth in revenues and higher student volumes.
Depreciation and amortization expense increased by $2.4 million, primarily due to continued investments in facilities and equipment to support new campuses and expanded program offerings.
Concorde Segment
Compensation and benefits increased by $11.5 million for the nine months ended June 30, 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.
Advertising expense increased by $6.2 million for the nine months ended June 30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.2% for the nine months ended June 30, 2026 as compared to 10.6% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of new campuses and expansions of programs on our existing campuses.
Occupancy expense increased by $1.0 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.
Depreciation and amortization expense increased by $1.5 million, primarily due to continued investments in facilities and equipment to support new campuses and expanded program offerings.
Corporate Segment
Compensation and benefits increased by $8.8 million for the nine months ended June 30, 2026 as compared to the prior year, primarily due to higher corporate headcount to execute on our business strategy.
General operations expense increased by $8.0 million, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
Non-GAAP Financial Measures
Our earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the three and nine months ended June 30, 2026 were $13.8 million and $47.7 million, respectively, compared to $22.6 million and $83.1 million for the three and nine months ended June 30, 2025. We define EBITDA as net income (loss), before interest (income) expense, income tax expense (benefit), and depreciation and amortization.
EBITDA is a non-GAAP financial measure which is provided to supplement, but not substitute for, the most directly comparable GAAP measure. We choose to disclose this non-GAAP financial measure because it provides an additional
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analytical tool to clarify our results from operations and helps to identify underlying trends. Additionally, this measure helps compare our performance on a consistent basis across time periods. Management also utilizes EBITDA as a performance measure internally. To obtain a complete understanding of our performance, this measure should be examined in connection with net income determined in accordance with GAAP. Since the items excluded from this measure should be examined in connection with net income in determining financial performance under GAAP, this measure should not be considered an alternative to net income as a measure of our operating performance or profitability. Exclusion of items in our non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure across companies. Investors are encouraged to use GAAP measures when evaluating our financial performance.
EBITDA reconciles to net income, as follows (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | 2,279 | $ | 10,663 | $ | 15,539 | $ | 44,262 | ||||||||||||||||||
| Interest income | (764) | (1,445) | (3,370) | (4,833) | ||||||||||||||||||||||
| Interest expense | 1,013 | 1,394 | 2,977 | 4,724 | ||||||||||||||||||||||
| Income tax (benefit) expense | 820 | 3,689 | 4,155 | 14,453 | ||||||||||||||||||||||
| Depreciation and amortization | 10,410 | 8,315 | 28,361 | 24,452 | ||||||||||||||||||||||
| EBITDA | $ | 13,758 | $ | 22,616 | $ | 47,662 | $ | 83,058 | ||||||||||||||||||
Liquidity and Capital Resources
Overview of Liquidity
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.
Our aggregate liquidity as of June 30, 2026 totaled $180.5 million and was comprised of cash and cash equivalents of $130.1 million, $40.1 million of short-term investments, and $10.4 million in availability on our Revolving Credit Facility. This represents a decrease of $74.0 million from our total liquidity as of September 30, 2025 primarily due to funding our strategic long-term growth initiatives.
Strategic Uses of Cash
We believe that uses of our cash resources may include consideration of additional strategic acquisitions and organic growth initiatives, the purchase of real estate assets, subsidizing funding alternatives for our students, and the repurchase of common stock, among others. To the extent that potential acquisitions are large enough to require financing beyond cash from operations, and cash and cash equivalents, or we need capital to fund operations, new campus openings or expansion of programs at existing campuses, we may enter into additional credit facilities, issue debt or issue additional equity.
Long-term Debt and Letters of Credit
As of June 30, 2026, we had $160.3 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our Revolving Credit Facility. Of the $160.3 million outstanding, $26.8 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 $35.4 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 $3.1 million relates to a finance lease for a campus within our Concorde segment. The remaining $95.0 million relates to
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funds drawn from the $125.0 million Revolving Credit Facility for working capital purposes. As of June 30, 2026, we were in compliance with all financial debt covenants.
In July 2026, we used cash on hand to repay $95.0 million outstanding on the Credit Facility and we were notified by the ED that the $19.6 million letter of credit was released, which increased the availability under the Credit Facility to $125.0 million. It is likely that we will borrow from the Credit Facility in future periods based on future working capital or other needs.
See Note 11 of the notes to the condensed consolidated financial statements herein for additional details on the term loans and the Revolving Credit Facility.
Dividends
We currently do not pay a cash dividend on our common stock.
Principal Sources of Liquidity
Our principal source of liquidity is operating cash flows and existing cash and cash equivalents. A majority of our revenues are derived from Title IV Programs and various veterans’ benefits programs. Federal regulations dictate the timing of disbursements of funds under Title IV Programs. Students must apply for new funding for each academic year consisting of 30-week periods. Loan funds are generally provided in two disbursements for each academic year. The first disbursement for first-time borrowers is usually received 30 days after the start of a student’s academic year, and the second disbursement is typically received at the beginning of the 16th week from the start of the student’s academic year. Under our UTI proprietary loan program, we bear all credit and collection risk and students are not required to begin repayment until six months after the student completes or withdraws from his or her program. Similarly, we bear all credit and collection risk for students paying through cash payment plans and under retail installment contracts. These factors, together with the timing of when our students begin their programs, affect the timing and seasonality of our operating cash flow.
Surety Bonds
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, 2026, the total face amount of these surety bonds was approximately $28.9 million.
Operating Activities
Our net cash provided by operating activities was $17.4 million for the nine months ended June 30, 2026, compared to $40.2 million for the nine months ended June 30, 2025.
Net income, after adjustments for non-cash items, for the nine months ended June 30, 2026 provided cash of $98.5 million. The non-cash items included $28.4 million for depreciation and amortization expense, $22.4 million for our provision for credit losses, $19.7 million for amortization of right-of-use assets for operating leases, $9.4 million for stock-based compensation expense, and $2.0 million for deferred income taxes.
Changes in operating assets and liabilities used cash of $81.1 million primarily due to the following:
•The change in receivables used cash of $26.5 million and was primarily due to the timing of Title IV disbursements and other cash receipts on behalf of or from our students.
•The change in deferred revenue used cash of $20.8 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, 2026 as compared to September 30, 2025.
•The change in our operating lease liabilities used cash of $15.2 million primarily as a result of rent payments.
•The change in prepaid expenses and other current assets used cash of $11.7 million primarily due to the timing of payments.
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•The change in income tax payable/receivable used cash of $7.1 million primarily due to the timing of tax payments.
•The change in notes receivable used cash of $4.4 million primarily due to higher utilization of UTI’s proprietary loan program.
•The change in accounts payable and accrued expenses provided cash of $4.4 million primarily related to the timing of payments to vendors and for payroll and bonus accruals.
•The change in other assets provided cash of $2.2 million and was primarily attributable to the decrease in long-term receivables for retail installment contracts.
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.
Changes in operating assets and liabilities used cash of $69.0 million primarily due to the following:
•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.
•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 or from our students.
•The change in our operating lease liabilities used cash of $16.8 million primarily as a result of rent payments.
•The change in other assets used cash of $5.4 million and was primarily attributable to the increase in long-term receivables for retail installment contracts.
•The change in prepaid expenses and other current assets used cash of $4.5 million primarily due to the timing of payments.
•The change in notes receivable used cash of $4.1 million primarily due to higher utilization of UTI’s proprietary loan program.
•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.
•The change in income tax payable/receivable provided cash of $3.6 million primarily due to the timing of tax payments.
Investing Activities
During the nine months ended June 30, 2026, cash used in investing activities was $79.7 million, which included the purchase of property and equipment of $80.9 million to support new campus and program expansions at both UTI and Concorde, the purchase of short-term investments of $57.3 million, and $4.5 million capitalized costs for intangible assets, partially offset by $31.7 million in proceeds from the sale of investments and $31.3 million in proceeds received upon maturity of investments.
During the nine months ended June 30, 2025, cash used in investing activities was $78.3 million, which included the purchase of held-to-maturity investments of $54.6 million and the purchase of property and equipment of $25.5 million to support new campus and program expansions at both UTI and Concorde.
Financing Activities
During the nine months ended June 30, 2026, cash provided by financing activities was $64.1 million which was primarily related to $75.0 million in net proceeds on the Revolving Credit Facility. This was partially offset by uses of cash including payroll taxes paid for stock-based compensation through shares withheld of $8.7 million, and the payment of term loans and finance leases of $2.1 million.
During the nine months ended June 30, 2025, cash used in financing activities was $56.0 million which was primarily related to $50.0 million in net payments on the Revolving Credit Facility. Other uses of cash included payroll taxes paid for stock-
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based compensation through shares withheld of $4.7 million, and payment of term loans and finance leases of $2.0 million, partially offset by $0.7 million related to proceeds from stock option exercises.
Seasonality and Trends
Our operating results normally fluctuate as a result of seasonal variations in our business, principally due to changes in the total student population and costs associated with opening or expanding our campuses. Our student population varies as a result of new student enrollments, graduations and student attrition. Historically, UTI has had lower student populations in the third quarter than in the remainder of the year because fewer students are enrolled during the summer months. Additionally, UTI has had higher student populations in the fourth quarter than in the remainder of the year because more students enroll during this period. Concorde typically has higher student populations in January and August through October for its core programs and in February for its clinical programs. UTI and Concorde core program expenses do not vary significantly with changes in student population and revenues. Concorde clinical program expenses fluctuate based on the academic calendar and season due to the timing of clinical starts. We expect quarterly fluctuations in operating results to continue as a result of seasonal enrollment patterns. However, such patterns may change as a result of new school openings, new program introductions, increased enrollments of adult students or acquisitions.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with GAAP and management’s discussion and analysis of our financial condition and results of operations require management to make judgments, assumptions and estimates that affect the amounts reported. There were no significant changes in our critical accounting policies and estimates in the nine months ended June 30, 2026 from those previously disclosed in Part II, Item 7 of our 2025 Annual Report on Form 10-K.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 3 of the notes to the condensed consolidated financial statements herein.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk exposure during the nine months ended June 30, 2026. For a discussion of our exposure to market risk, refer to Part II Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in our 2025 Annual Report on Form 10-K.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) or 15d-15(d) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In the ordinary conduct of our business, we are periodically subject to lawsuits, demands in arbitration, investigations, regulatory proceedings or other claims, including, but not limited to, claims involving current and former students, routine employment matters, business disputes and regulatory demands. When we are aware of a claim or potential claim, we assess the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we would accrue a liability for the loss. When a loss is not both probable and estimable, we do not accrue a liability. Where a loss is not probable but is reasonably possible, including if a loss in excess of an accrued liability is reasonably possible, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim. Because we cannot predict with certainty the ultimate resolution of the legal proceedings (including lawsuits, investigations, regulatory proceedings or claims) asserted against us, it is not currently possible to provide such an estimate. The ultimate outcome of pending legal proceedings to which we are a party may have a material adverse effect on our business, cash flows, results of operations or financial condition.
Item 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the information contained in Part I, Item 3, you should carefully consider the factors discussed in Part I, Item 1A of our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part I, Item 1A of our 2025 Annual Report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
(a) None.
(b) None.
(c) On May 12, 2026 , Robert T. DeVincenzi Chairman of the Board , terminated his previously disclosed Rule 10b5-1 trading arrangement, adopted on February 26, 2026, that provided for the potential sale of up to 64,210 shares of common stock between June 27, 2026 and June 9, 2027.
After the termination of his prior plan, on May 14, 2026 , Mr. DeVincenzi adopted a programmed plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1(c) (the "10b5-1 Plan"). The 10b5-1 Plan was entered into during an open trading window, provides for a first possible trade date of August 13, 2026, and terminates automatically on the earlier of the execution of all trades contemplated by the 10b5-1 Plan or August 13, 2027 . The aggregate number of shares to be sold pursuant to the 10b5-1 Plan is 64,210 shares of common stock held by Mr. DeVincenzi.
During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company, other than Mr. DeVincenzi, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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Item 6. EXHIBITS
The following exhibits required by Item 601 of Regulation S-K are filed or furnished with this report, as applicable:
| Exhibit Number | Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1+ | ||||||||
| 32.2+ | ||||||||
| 101.INS* | XBRL Instance Document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
__________________
* Filed herewith.
+ Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| UNIVERSAL TECHNICAL INSTITUTE, INC. | |||||||||||||||||
| Date: | August 6, 2026 | By: | /s/ Bruce Schuman | ||||||||||||||
| Name: | Bruce Schuman | ||||||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||
| Date: | August 6, 2026 | By: | /s/ Christine C.S. Kline | ||||||||||||||
| Name: | Christine C.S. Kline | ||||||||||||||||
| Title: | Senior Vice President and Chief Accounting Officer | ||||||||||||||||
| (Principal Accounting Officer) | |||||||||||||||||
43
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jerome A. Grant, certify that:
1.I have reviewed this Report on Form 10-Q of Universal Technical Institute, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
| /s/ Jerome A. Grant | |||||
| Jerome A. Grant | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Bruce Schuman, certify that:
1.I have reviewed this Report on Form 10-Q of Universal Technical Institute, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 6, 2026
| /s/ Bruce Schuman | |||||
Bruce Schuman | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
Certification of CEO Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Universal Technical Institute, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerome A. Grant, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | August 6, 2026 | ||||||||||||||||
| /s/ Jerome A. Grant | |||||||||||||||||
| Jerome A. Grant | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Universal Technical Institute, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.
Exhibit 32.2
Certification of CFO Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Universal Technical Institute, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce Schuman, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | August 6, 2026 | |||||||||||||
| /s/ Bruce Schuman | ||||||||||||||
| Bruce Schuman | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Universal Technical Institute, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.