Code of Ethics - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 21, 2022

UNIVERSAL TECHNICAL INSTITUTE, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-31923		86-0226984
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4225 E. Windrose Drive, Suite 200, Phoenix, Arizona		85032
(Address of principal executive offices)		(Zip Code)

(623)445-9500

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.0001 per share		UTI		New York Stock Exchange
(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§ 240.12b-2of this chapter).

☐ 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.

Item 5.05

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On September 21, 2022, the board of directors (the "Board") of Universal Technical Institute, Inc. (the "Company") approved an amendment to the Company's Code of Conduct (the "Code of Conduct") to modify the Code of Conduct's section regarding the employment of closely-related persons, by, among other things, setting forth a reporting process, including the definition of a "relative" and expanding the section with more specificity, generally, with respect to the employment of closely-related persons.

The amendment to the Code of Conduct is effective September 21, 2022. The amended Code of Conduct is available on the Corporate Governance section of the Company's website at https://investor.uti.edu/code-of-conduct.The foregoing description of the amended Code of Conduct is subject to and qualified in its entirety by reference to the full text of the amended Code of Conduct.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 26, 2022		Universal Technical Institute, Inc.
	By:		/s/ Christopher Kevane
	Name:		Christopher Kevane
	Title:		Senior Vice President and Chief Legal Officer

3