UTI 10-K & 10-Q changes, risk factors and insider trading
Universal Technical Institute Inc. · NYSE · Services-Educational Services · CIK 1261654 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If our students are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, our reputation may suffer and we may face declining enrollments and revenue or be subject to student litigation.”
Removed heading “Increased scrutiny and changing expectations from regulators, investors, industry customers, employees, and others regarding our environmental, social and governance (“ESG”) practices and reporting may cause us to incur additional costs, devote additional resources, expose us to new or additional risks, or harm our reputation.”
Largest changes
“If our students are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, our reputation may suffer and we may face declining enrollments and revenue or be subject to student litigation.”see in full comparison
“Increased scrutiny and changing expectations from regulators, investors, industry customers, employees, and others regarding our environmental, social and governance (“ESG”) practices and reporting may cause us to incur additional costs, devote additional resources, expose us to new or additional risks, or harm our reputation.”see in full comparison
“Certain of our students require or desire professional licenses or certifications to obtain employment in their chosen fields. Their success in obtaining such licensure or certification depends on several factors, including the individual merits of the student, whether the institution and the program were approved by the relevant government or by the relevant state regulatory authorities, whether the program from which the student graduated meets all professional licensure educational requirements and whether the program is accredited in accordance with state requirements. …”see in full comparison
“Congress periodically revises the HEA and other laws, and enacts new laws, governing Title IV Programs and determining the funding level for each Title IV Program. Congress most recently reauthorized the HEA in 2008 and, despite repeated attempts, has not completed a full reauthorization since then. In addition to HEA reauthorization, policies directly related to Title IV Programs and funding for those programs may be impacted by the annual budget and appropriations process as well as by other legislation. In this regard, on July 4, 2025, OBBBA was signed into law. …”see in full comparison
“Congress periodically revises the HEA and other laws, and enacts new laws, governing Title IV Programs and determining the funding level for each Title IV Program. Congress most recently reauthorized the HEA in 2008. Despite repeated attempts, Congress has not completed a full reauthorization since then. In addition to HEA reauthorization, policies directly related to Title IV Programs and funding for those programs may be impacted by the annual budget and appropriations process as well as by other legislation. …”see in full comparison
“Companies across all industries are facing increasing scrutiny related to their ESG practices and reporting. Regulators, investors, industry customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. …”see in full comparison
Full comparison: every changed paragraph (18)
As detailed in “Business - Regulatory Environment,” our institutions are subject to extensive regulatory requirements imposed by a wide range of federal and state agencies, as well as by our institutional accreditors. These requirements, which are subject to frequent change, cover virtually every aspect of our schools’ operations. The approvals granted by these entities permit our schools to operate and to participate in a variety of government-sponsored financial aid programs, including Title IV Programs and veterans’ programs, from which we derived approximately 78% of our revenues, on a cash basis, in fiscal year 2024.2025. If our institutions fail to comply with any of these regulatory requirements, our regulators could take an array of actions, including, without limitation, issuing fines or penalties, requiring reimbursement for discharged loan obligations, requiring letter(s) of credit, halting certain business practices, or suspending or terminating our eligibility to participate in the Title IV Programs. Any such action could adversely affect our cash flows, results of operations and financial condition, and could include the imposition of significant operating restrictions upon us. It could also result in negative publicity that could negatively affect student enrollment. We cannot predict with certainty how each regulatory body will apply its requirements or whether each of our schools will be able to comply with all of the requirements in the future.
ED is almost continuously engaged in negotiated rulemakings, which is the process by which it revisits, revises, and expands the complex and voluminous Title IV Program regulations. These regulations also are frequently challenged through litigation, creating significant uncertainty as to when and what part of the regulations have taken effect, how they should be implemented, and how they will be interpreted and enforced. New Borrower Defense to Repayment, Financial Responsibility, or Gainful Employment regulations, in particular, or rulemakings promulgated in response to OBBBA, may increase risks of financial liability or reputational harm. We devote significant effort to understanding the effects of these regulations on our business and to developing compliant solutions that also are congruent with our business, culture, and mission to serve our students and industry relationships. However, we cannot predict with certainty how these new and developing regulatory requirements will be applied or whether each of our schools will be able to comply with all of the requirements in the future. Significant negotiated rulemakings that could materially and adversely affect our business are discussed in “Business - Regulatory Environment - Title IV Program Rulemakings.”
Congress periodically revises the HEA and other laws, and enacts new laws, governing Title IV Programs and determining the funding level for each Title IV Program. Congress most recently reauthorized the HEA in 2008 and, despite repeated attempts, has not completed a full reauthorization since then. In addition to HEA reauthorization, policies directly related to Title IV Programs and funding for those programs may be impacted by the annual budget and appropriations process as well as by other legislation. In this regard, on July 4, 2025, OBBBA was signed into law. Under OBBBA, Congress approved amendments to the HEA that, among other things, revised certain Title IV Programs, including provisions that condition the eligibility of educational programs upon compliance with earnings benchmarks that compare former students’ median earnings after completing a program to the median earnings of working adults with lesser credentials and other provisions that will limit or reduce the amount of Title IV Program funding that may be available to some higher education students. OBBBA also enacted regulatory changes to the “borrower defense to repayment” and “closed school loan discharge” regulations. The impact of these changes and other changes to the HEA enacted as part of OBBBA, and of related future regulatory and policy changes, is unknown at this time. Any action by Congress that significantly affects Title IV Programs or the ability of our schools or students to receive funding through these programs or places restrictions on the use of funds received by an institution through these programs could have a material adverse effect on our operations, cash flows, results of operations, or financial condition. Such action may occur during HEA reauthorization as part of separate technical amendments to the HEA or during Congress’s annual budget and appropriations cycle. Additionally, a shutdown of government agencies responsible for administering student financial aid programs under Title IV, including ED, could lead to delays in student eligibility determinations and delays in origination and disbursement of government-funded student loans to our students. These uncertainties could reduce our student population, revenues and/or profit margin.
Congress periodically revises the HEA and other laws, and enacts new laws, governing Title IV Programs and determining the funding level for each Title IV Program. Congress most recently reauthorized the HEA in 2008. Despite repeated attempts, Congress has not completed a full reauthorization since then. In addition to HEA reauthorization, policies directly related to Title IV Programs and funding for those programs may be impacted by the annual budget and appropriations process as well as by other legislation. Additionally, a shutdown of government agencies, such as ED, responsible for administering student financial aid programs under Title IV could lead to delays in student eligibility determinations and delays in origination and disbursement of government-funded student loans to our students. Any action by Congress that significantly affects Title IV Programs or the ability of our schools or students to receive funding through these programs or places restrictions on the use of funds received by an institution through these programs could have a material adverse effect on our operations, cash flows, results of operations, or financial condition. Such action may occur during HEA reauthorization as part of separate technical amendments to the HEA or during Congress’ annual budget and appropriations cycle. These uncertainties could reduce our student population, revenues and/or profit margin.
OverIn therecent lastyears, decade, Congressfederal and state legislaturesgovernments and agencies have focused significantly on for-profit education institutions, specifically regarding participation in Title IV Programs and DOD or VA oversight of tuition assistance for military service members attending for-profit colleges. Continued or increased Congressional activity could result in the enactment of more stringent legislation, further rulemakings affecting participation in Title IV Programs and other governmental actions, increasing regulation of the for-profit sector. In addition, concerns generated by this activity may adversely affect enrollment in for-profit educational institutions such as ours. Any laws that are adopted that limit our or our students’ participation in Title IV Programs or in programs to provide funds for active duty service members and veterans or the amount of student financial aid for which our students are eligible, or any decreases in enrollment related to the Congressional activity concerning this sector, could have a material adverse effect on our operations, cash flows, results of operations, or financial condition.
Because all Title IV Program student loans (other than Perkins loans) are now processed under the Direct Loan (“DL”) program, any disruption in our ability to process student loans through the DL program, either because of administrative challenges on our part or the inability of ED to process the increased volume of loans through the DL program on a timely basis, could impact our students’ ability to timely obtain their student loans and have a material adverse effect on our operations, cash flows, results of operations, or financial condition.
Because we operate in a highly regulated industry, we are subject to compliance reviews and claims of noncompliance by governmental regulatory agencies, accrediting agencies, and third parties alleging noncompliance with applicable standards. Each of our institutions’ administration of Title IV Program funds must be audited annually by independent accountantsaccountants, and the resulting audit report must be submitted to ED for review. Moreover, we may be subject to program reviews from ED, audits by the ED Office of Inspector General, or a compliance audit as a condition of participation in the Higher Education Emergency Relief Fund (“HEERF”). We are also subject to various lawsuits, investigations and claims,claims covering a wide range of matters, including, but not limited to, alleged violations of federal and state laws, including consumer protection laws applicable to activities of postsecondarypost-secondary educational institutions, false claims made to the federal government and routine employment matters. We may also face borrower defense to repayment claims or complaints from students or prospective students. While we are committed to strict compliance with all applicable laws, regulations, and accrediting standards, if the results of government, regulatory or third party reviews or proceedings are unfavorable to us, or if we are unable to successfully defend against lawsuits or claims, we may be required to pay monetary damages, be held liable for a student’s discharged debt, or be subject to fines, limitations, loss of regulatory approvals or Title IV Program funding or other federal and state funding, injunctions or other penalties. We could also incur substantial legal costs that are not covered or are in excess of our insurance coverage. Even if we adequately address issues raised by an agency review or successfully defend a lawsuit or claim, we may have to divert significant financial and management resources from our ongoing business operations to address issues raised by those reviews or defend those lawsuits or claims. Additionally, given the significant public scrutiny being placed on the sector we operate in, numerous state attorneys general have initiated investigations of for-profit schools operating in their state. Changes occurring at the federal or state level, as well as our financial performance in recent years, may spur further action or additional reporting requirements by state attorneys general, Congressional leadership or state licensing bodies.
The operations of companies in the education and training services industry, including us, are subject to intense regulatory scrutiny. In some cases, allegations of wrongdoing on the part of such companies have resulted in formal or informal investigations by the U.S. Department of Justice, the SEC, the FTC, state governmental agencies and attorneys general, ED and other federal agencies. These allegations have attracted adverse media coverage and have been the subject of legislative hearings and regulatory actions at both the federal and state levels, focusing not only on the individual schools but in some cases on the for-profit postsecondarypost-secondary education sector as a whole. These investigations of, or regulatory actions against, specific companies in the education and training services industry could have a negative impact on our industry as a whole and on our stock price. Furthermore, the outcome of such investigations and any accompanying adverse publicity could negatively affect student enrollment and heighten the risk of class action lawsuits against us, which could have a material adverse effect on our academic or operational initiatives, cash flows, results of operations, or financial condition.
UTI and Concorde offersoffer students the opportunity to finance all or part of their education using institutional credit, including retail installment contracts. If such arrangements qualify as a “private education loan” under federal law, a multitude of regulations must be followed, including from ED and the CFPB. State attorneys general and other regulators also scrutinize such arrangements. Failure to comply with regulatory requirements could have a material adverse effect on our business, cash flows, results of operations and financial condition, and could also result in negative publicity that could negatively affect student enrollment.
If our students are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, our reputation may suffer and we may face declining enrollments and revenue or be subject to student litigation.
Certain of our students require or desire professional licenses or certifications to obtain employment in their chosen fields. Their success in obtaining such licensure or certification depends on several factors, including the individual merits of the student, whether the institution and the program were approved by the relevant government or by the relevant state regulatory authorities, whether the program from which the student graduated meets all professional licensure educational requirements and whether the program is accredited in accordance with state requirements. If one or more state professional licensing authorities refuses to recognize our graduates for professional licensure in the future based on factors relating to us or our programs, the potential growth of our programs would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we could be exposed to litigation that would force us to incur legal and other expenses that could have a material adverse effect on our business, cash flows, results of operations and financial condition, and could also result in negative publicity that could negatively affect student enrollment.
The postsecondarypost-secondary education regulatory environment has changed and may change in the future as a result of U.S. federal elections.
The postsecondarypost-secondary education market is highly competitive. We continue to experience a high level of competition for higher quality students not only from similar programs, but also from the overall employment market and the military. Some traditional public and private colleges, universities and community colleges, as well as other private career-oriented schools, offer programs that may be perceived by students to be similar to ours. We compete with local community colleges for students seeking programs that are similar to ours, mainly due to local accessibility, low tuition rates and in certain cases free tuition. Most public institutions are able to charge lower tuition than our schools, due in part to government subsidies and other financial sources not available to for-profit schools.
The proprietary loan program may also be subject to oversight by the CFPB, which could result in additional reporting requirements or increased scrutiny. Other proprietary postsecondarypost-secondary institutions have been subject to information requests from the CFPB with regard to their private student loan programs. The possibility of litigation, and the associated cost, are risks associated with the proprietary loan program. At least two other proprietary education institutions have been subject to lawsuits under the Consumer Financial Protection Act of 2010; the institutions are accused of having unfair private student loan programs and of allegedly engaging in certain abusive practices, including interfering with students' ability to understand their debt obligations and failing to provide certain material information.
Goodwill represents the excess of the cost of an acquired business over the estimated fair values of the assets acquired and liabilities assumed. Goodwill is reviewed at least annually for impairment, which might result from the deterioration in the operating performance of acquired businesses, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. Any resulting impairment charge is recognized as an expense in the period in which impairment is identified. Our total recorded goodwill of $28.5 million as of September 30, 20242025 resulted from our MMI,Motorcycle Mechanics Institute and Marine Mechanics Institute, MIAT College of Technology and Concorde acquisitions. We perform our annual goodwill impairment assessment as of August 1 of each fiscal year. Future assessments of goodwill could result in reductions. Any reduction in net income and operating income resulting from the write-down or impairment of goodwill could adversely affect our financial results. If economic or industry conditions deteriorate or if market valuations decline, including with respect to our common stock, we may be required to impair goodwill in future periods.
We teach our UTI and Concorde programs at campus locations in Jacksonville, Orlando, Miramar, and Tampa, Florida, all areas that can experience tropical storms and hurricanes, severe storms, floods, coastal storms, tornadoes and power outages. We also have seven campus locations in California and sevensix campus locations in Texas, all in areas that have historically been susceptible to severe weather events or other natural disasters.
Increased scrutiny and changing expectations from regulators, investors, industry customers, employees, and others regarding our environmental, social and governance (“ESG”) practices and reporting may cause us to incur additional costs, devote additional resources, expose us to new or additional risks, or harm our reputation.
Companies across all industries are facing increasing scrutiny related to their ESG practices and reporting. Regulators, investors, industry customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. If our ESG practices and reporting do not meet investor, industry customer, employee or stakeholder expectations and standards, which continue to evolve, our brand, reputation, and student and employee retention may be negatively impacted. We also expect to incur additional costs and devote additional resources to monitor, report and implement various ESG practices, including as a result of regulatory developments.
Management's Discussion & Analysis (MD&A)
New heading “Revenues and Student Metrics”
New heading “Segment Results of Operation for the Year Ended September 30, 2025 Compared to Year Ended September 30, 2024”
New heading “Segment Revenue and Student Metrics”
New heading “Concorde Segment”
New heading “Segment Operating Expenses”
New heading “Concorde Segment”
New heading “Corporate Segment”
Removed heading “Student Metrics”
Removed heading “Results of Operations”
Largest changes
“Segment Results of Operation for the Year Ended September 30, 2025 Compared to Year Ended September 30, 2024”see in full comparison
As of September 30,see in full comparison2024,2025, we had$126.1$87.4 million of long-term debt outstanding, which is comprised of two term loans, a finance lease and our revolving credit facility. Of the$126.1$87.4 million outstanding,$28.4$27.5 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 UTI Avondale, Arizona campus property purchased in December 2020. Approximately$36.9$36.1 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 purchase of the UTI Lisle, Illinois campus property in February 2022. Approximately$4.8$3.8 million relates to a finance lease for a campus within our Concorde segment. The remaining$56.0$20.0 million relates to funds drawn from therevolving$125.0credit facility that was secured in connection with the Concorde acquisition. During the fourth quarter of 2024, we increased the capacity of ourmillion revolving credit facilitybyfor$25.0working capital purposes. In October 2025, we used cash on hand to repay $20.0 millionto $125.0 million, adding an additional accordion feature. See Note 13 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Reportoutstanding onForm 10-K for additional details on the term loans andthe revolving creditfacility.facility which increased the overall availability under the revolving credit facility to $105.4 million. As of September 30, 2025, we were in compliance with all debt covenants.
Our income tax expense for the year ended September 30,see in full comparison20242025 was$14.2$21.3 million, or25.3%25.2% of pre-tax income, compared to$5.8$14.2 million, or31.9%25.3% of pre-tax income, for the year ended September 30,2023.2024. The effective income tax rate for the year ended September 30, 2025 differed from the federal statutory tax rate of 21% primarily due to non-deductible executive compensation, stock compensation, refinements to the federal research and development tax credits, and state and local income and franchise taxes. The effective income tax rate for the year ended September 30, 2024 differed from the federal statutorytaxrate of 21% primarily due to non-deductible executive compensation, stock compensation, change in valuation allowance, federal research and development taxcredits and state and local income and franchise taxes. The effective income tax rate for the year ended September 30, 2023 differed from the federal statutory rate of 21% primarily due to non-deductible executive compensation, transaction costs, federal research and development tax creditscredits, and state and local income and franchise taxes. See Note1516 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
“•UTI announced plans to consolidate the two Houston, Texas campuses to align the curriculum, student facing systems, and support services to better serve students. As part of the transition, the MIAT Houston campus, acquired in November 2021, began operating under the UTI brand and implemented a phased teach-out agreement starting in May 2024. Both facilities will remain in use post-consolidation. See Note 16 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K for further details on the restructuring.”see in full comparison
Full comparison: every changed paragraph (136)
Universal Technical Institute, Inc., which together with its subsidiaries is referred to as the “Company,” “we,” “us” or “our,” was founded in 1965 and is a leading workforce solutions provider of transportation, skilled tradestrades, energy and healthcare educationprograms programs, whose mission is to serveserving students, partners, and communities bynationwide. providingWe qualityoffer educationhigh-quality training programs and support services for in-demand careers acrossthrough atwo numberreportable ofsegments highly-skilled(also fields.referred to as “divisions”): Universal Technical Institute and Concorde Career Colleges. We offer the majority of our programs in a blendedhands-on learninglearnings model thatthrough combines instructor-facilitated online teachinglabs and demonstrationsclinical withplacements, hands-onas labs.well as classroom delivery and blended delivery models. Our reporting structure is as follows:
Our reporting structure includes two reportable segments as follows:
Universal Technical Institute (“UTI”): UTI operates 1615 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs under brands such as Universal Technical Institute, Motorcycle Mechanics Institute, Marine Mechanics Institute (collectively, “MMI”), NASCAR Technical Institute, and MIAT College of Technology (“MIAT”).programs. UTI also offers manufacturer specific advanced training programs (“MSAT”),programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers. UTI works closely with multiple original equipment manufacturers and industry brand partners to understand their needs for qualified service professionals.
Concorde Career Colleges (“Concorde”): On December 1, 2022, we acquired Concorde which operates 17 campuses located in eight states and online, offering degree, non-degree, and continuing education programs in the allied health, dental, nursing, patient care and diagnostic fields. The Company has designated certain campuses that offer degree granting programsas “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 tofor real patients. Prior to graduation, students willmust complete a certain number of hours in a clinical setting or externship, depending upon their program of study. We acquired Concorde on December 1, 2022.
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.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.
For students at our UTI schools, we offer a proprietary loan program, where we provide the students who participate in this program with extended payment terms for a portion of their tuitiontuition, forwhich is generally up to ten years. UTI also provides dealer technician training or instructor staffing services to manufacturers where revenue is recognized as the transfer of services occurs.
The introduction of additional program offerings at existing campuses and the opening of additional campuses is expected to influence our average full-time enrollment. UTI currently offers start dates at its campuses that range from every three to eleventwelve weeks throughout the year in the core programs. The number of start dates of UTI advanced training programs varies by the duration of those programs and the needs of the manufacturers that sponsor them. Concorde enrolls students throughout the year with core terms starting every month and clinical terms starting every ten or sixteen weeks. Concorde’s new short courses are startingstart three to five times a year, depending on the campus. Although Concorde operates year-round with lower seasonality than UTI, Concorde experiences population fluctuations dictated by its clinical programmatic accreditors and how many student starts are allowed and the time required between those starts.
Our tuition charges vary by type, length and level of the programs, such as core or advanced training. The UTI segment implemented average tuition rate increases of upapproximately to1.9%, 3.0%, 6.0%3.0% and 2.5%6.0% for each of the years ended September 30, 2024,2025, 20232024 and 2022,2023, respectively, and the Concorde segment implemented average tuition rate increases of approximately 2.5%, 2.5% and 3.0% for the years ended September 30, 2025, 2024 and 2023, respectively. We regularly evaluate our tuition pricing based on individual campus markets, the competitive environment and ED regulations.
Student Metrics
(1) New student starts and average student data for Concorde presented in the year ended September 30, 2023 column represents the period of UTI’s ownership, or December 1, 2022 through September 30, 2023.
The increase in consolidated total and segment new student starts, average full-time active students and end of period full-time active students was primarily due to new program rollouts and increased student demand for existing programs across both segments. In the UTI segment, our student population was positively impacted during the current year by the successful launch of 14 new programs across nine campuses during fiscal 2023, and three new HVAC and refrigeration programs launched in the back half of 2024. The Concorde segment benefited from the roll out seven new programs at three campuses during the current and prior year, and also introduced new cash pay “short programs” at a number of campuses. Concorde’s short programs offer an affordable, fast-track pathway into the workforce and provide essential foundational skills that prepare students for entry-level roles in healthcare. Additionally, Concorde benefited from two additional months during fiscal 2024 due the December 1, 2022 close of the acquisition.
Operations
Our revenues for the year ended September 30, 20242025 were $732.7$835.6 million, an increase of $125.3$102.9 million, or 20.6%,14.0%, from the prior year. UTI revenues increased by $57.1$55.4 million, or 13.3%, driven primarily by the higher average full-time active students compared to the prior year.11.4%. Concorde revenues increased by $68.2$47.5 million, or 38.3%,19.3%. Both segment increases were primarily due to theoverall inclusiongrowth of two extra months of revenue compared to the prior year period, along with higher averagein full-time active students.students and new program expansions.
Our operating expenses for fiscalthe 2024year ended September 30, 2025 were $673.8$752.1 million, aan 15.0%11.6% increase over the prior year. In fiscal 2024,2025, we had operating income of $58.9$83.5 million, a 175.2%41.7% increase when compared to $21.4$58.9 million in the prior year. This increase in operating income was primarily driven by the increased revenues from the larger student population. Additionally, productivity improvements and proactive cost reductions, whichreductions have been a key part of our operating model for the past several years.years, Netand incomewe for the year ended September 30, 2024 was $42.0 million comparedcontinue to $12.3identify millionand execute on optimization opportunities throughout our operations in theboth prior year.segments.
Net income for the year ended September 30, 2025 was $63.0 million, a 50% increase when compared to $42.0 million in the prior year.
•UTI announced Atlanta, Georgia as the location of the division’s next new campus (“UTI Atlanta”). Pending regulatory approvals, UTI Atlanta will open in 2026.
•UTI announced the division’s second new campus will be in San Antonio, Texas (“UTI San Antonio”). This new campus, once open, will be the first skilled trades and energy education focused campus. Pending regulatory approvals, UTI San Antonio will open in 2026, bringing the total number of UTI campuses nationwide to 17.
•UTI signed a new facility lease agreement for a major expansion of its Dallas, Texas campus, adding a new 30,000-square-foot facility expected to open in early 2026. The Dallas campus currently serves nearly 1,400 students. The expansion will accommodate approximately 1,000 additional students and introduce programs in Airframe and Powerplant; HVACR; and Electrical programs, pending all regulatory approvals.
•Concorde signed a new facility lease agreement related to our partnership with Heartland Dental to construct a new co-branded campus in Fort Myers, Florida, which is expected to open in early fiscal 2026, pending regulatory approvals, and will bring the total number of Concorde campuses nationwide to 18.
•UTI announced the expansion of its Manufacturer Specific Advanced Training program by adding Tesla's START Collision Repair program. Tesla's START program is an intensive training program that prepares individuals for successful careers at Tesla and began at the Long Beach, California campus in the third quarter of 2025.
•UTI launched its HVACR program at each of the Sacramento, California; Orlando, Florida; Rancho Cucamonga, California; and Miramar, Florida campuses during 2025. The program covers topics such as air handling, AC and DC circuits, sheet metal ductwork, and troubleshooting. This program is now offered at UTI campuses in seven states.
•UTI announced the expansion of its core automotive program to include new Battery Hybrid Electric Vehicle and Electric Vehicle (“EV”) courses with roll out completed during 2025 at the following campuses: Avondale, Arizona; Orlando, Florida; Bloomfield, New Jersey; Dallas, Texas; Austin, Texas; Houston, Texas; and Miramar, Florida. This expansion builds on existing EV training at UTI's California campuses and covers topics such as high-voltage vehicle operation, electric vehicle components, diagnosis, and service.
•UTI announced four new electrical programs. Several UTI campuses will begin offering Electrical, Electronics & Industrial Technology (EEIT); Electrical & Industrial Maintenance Technology (EIMT); Electrical, Robotics, and Automation Technology (ERAT); and Electrical & Wind Turbine Technology (EWTT), pending all regulatory approvals. The Exton, Pennsylvania and Mooresville, North Carolina campuses are the first campuses to begin teaching the EEIT program.
•UTI partnered with FirstCall Mechanical, a leading provider of HVACR services to commercial and industrial sectors, in connection with its early employment program. As part of this partnership, students in the HVACR program at Mooresville, North Carolina; Orlando, Florida; and Austin, Texas can apply for roles at FirstCall Mechanical and start working while still in school.
•UTI also partnered with Loftin Equipment Company for its early employment program. Offered at campuses in Houston, Dallas and Austin, Texas, and Avondale, Arizona, this program gives diesel technology students the opportunity to gain paid work experience while completing their education. Students enrolled in the industrial maintenance program in Houston, Texas are also eligible for this opportunity.
•Concorde announced plans to relocate its Aurora, Colorado campus to Denver, Colorado to increase its campus footprint and expand student capacity to address the skilled workforce gap. Pending receipt of regulatory approvals, the new 60,000-square-foot facility will offer expanded programs and enhanced simulation and dental hygiene clinic spaces to support student learning and community engagement. Construction is underway, with opening planned for 2026.
•Concorde began expanding access to its respiratory therapy programs to address the rising national demand for such therapists. Eight campuses have received programmatic approval to increase enrollment, with one pending. Concorde is also growing its hospital partnership model, which now includes partnerships with 20 hospital systems across 11 states.
•Concorde announced the launch of additional dental hygiene program offerings in Jacksonville, Florida, Miramar, Florida, and Portland, Oregon and sonography program offerings in Orlando, Florida and San Bernardino, California.
•UTI announced additional HVAC and refrigeration program expansions in Avondale, Arizona, Bloomfield, New Jersey, Long Beach, California and Sacramento, California. Avondale, Bloomfield and Long Beach first launched in the third quarter of 2024, with Sacramento expected to launch in the first half of fiscal 2025.
•UTI announced plans to consolidate the two Houston, Texas campuses to align the curriculum, student facing systems, and support services to better serve students. As part of the transition, the MIAT Houston campus, acquired in November 2021, began operating under the UTI brand and implemented a phased teach-out agreement starting in May 2024. Both facilities will remain in use post-consolidation. See Note 16 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K for further details on the restructuring.
•UTI obtained Federal Aviation Administration approval for the Airframe and Powerplant Technician program at the Miramar, Florida campus and started the first cohort of students during the first quarter of 2024, which completed the rollout of the 14 new programs announced in fiscal 2023.
•UTI Wind Turbine Technician programs were the first in the United States to earn Certified Training Center status from the Global Wind Organisation.
•UTI announced new partnerships with United Service Organization, Hawaiian Airlines, iRacing, Crown Equipment, The Associated company and several other companies for early employment programs. These partnerships will provide additional career transition and placement opportunities for UTI students.
•UTI announced the integration of Electric Vehicle curriculum into BMW’s manufacturer specific advanced training program in the fourth quarter of fiscal 2024.
Results of Operations
The following table sets forth selected statements of operations data as a percentage of revenues for each of the periods indicated.
Consolidated Results of Operations for the Year Ended September 30, 20242025 Compared to Year Ended September 30, 20232024
The following table sets forth selected statements of operations data (in thousands) and as a percentage of revenues for each of the periods indicated.
Revenues and Student Metrics
Our revenues for the year ended September 30, 2025 were $835.6 million, an increase of $102.9 million, or 14.0%, as compared to revenues of $732.7 million for the year ended September 30, 2024. Average full-time active students for the year ended September 30, 2025 was 24,618, an increase of 10.5% over the prior year primarily due to increased student demand across both segments. During fiscal 2025, we launched 19 new programs across the UTI and Concorde divisions, which included nine new full-length programs, eight within the UTI segment and one within the Concorde segment, along with 10 shorter, cash-pay courses at Concorde. The revenue growth reflects the full-year 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. Revenues also increased due to tuition rate increases in both divisions during the year.
Revenues
The following table presents revenue by segment (in thousands):
Our revenues for the year ended September 30, 2024 were $732.7 million, an increase of $125.3 million, or 20.6%, as compared to revenues of $607.4 million for the year ended September 30, 2023.
Revenues for UTI for the year ended September 30, 2024 were $486.4 million, an increase of $57.1 million, or 13.3%, versus the prior year. Revenue increased primarily due to a 9.5% increase in overall average full-time active students and an overall increase in average revenue per student.
We recognized $12.0 million on an accrual basis related to revenues and interest under the proprietary loan program for the year ended September 30, 2024, as compared to $8.8 million recognized for the year ended September 30, 2023.
Concorde
Revenues for Concorde for the year ended September 30, 2024 were $246.3 million, an increase of $68.2 million, or 38.3%, versus the prior period. The primary drivers of the increase for Concorde were the inclusion of two additional months of revenue during the current year and a 10.7% increase in overall average full-time active students.
Our educational services and facilities expenses for the year ended September 30, 2024 were $384.5 million, representing an increase of $54.6 million, or 16.6%, as compared to $329.9 million for the year ended September 30, 2023. This increase was primarily due to the increase in student volumes during the current period and the inclusion of Concorde results for two additional months in the current year.
Our educational services and facilities expenses for the year ended September 30, 2025 were $420.5 million, representing an increase of $36.0 million, or 9.4%, as compared to $384.5 million for the year ended September 30, 2024. This increase was primarily due to the increase in average full-time active students during the year.
Compensation and related costs increased $7.8$27.1 million for the year ended September 30, 20242025 primarily due to additional instructors and other personnel hired to support the newnewly launched and expanded programs addedand the increase in fiscalstudent 2023 and 2024.population.
Occupancy costs increased $3.6 million for the year ended September 30, 2025 primarily due to our growth strategy and expansion efforts. We took possession and recorded facility leases for three new campus locations, one campus relocation, and one campus expansion during the current year, each of which we anticipate opening to students in fiscal 2026.
Supplies, maintenance and student expenseexpenses increaseddecreased by $5.8$2.0 million for the year ended September 30, 2025 primarily due to approximatelya $6.5 milliondecrease in additional grants for student housing duringexpenses theof currentapproximately year.$6.3 Thismillion, increase waspartially offset by aincreased decreasesupplies ofand approximatelytraining $0.6costs millionto insupport expensesour forlarger student laptops.population.
Depreciation and amortization expense increased $3.8 million related to continued investments in campus facilities and equipment to support our new programs that launched during fiscal 2025.
Depreciation and amortization expense increased $2.7 million during the year ended September 30, 2024 primarily due to the purchase of the three primary buildings at our UTI Orlando, Florida campus in March 2023 and increased capital expenditures related to the new program launches during fiscal 2023 and 2024.
Other educational services and facilities expenseexpenses increased by $1.5$3.5 million.million The increasewhich is primarily dueattributable to a higher Snap-oncosts toolincurred voucherto expensesupport ofour $1.8expanded million.programs and campus operations.
Our selling, general and administrative expenses for the year ended September 30, 2024 were $289.3 million, representing an increase of $33.2 million, or 12.9%, as compared to $256.1 million for the year ended September 30, 2023. This increase was primarily due to the increase in student volumes during the current period and the inclusion of Concorde results for two additional months in the current year.
During fiscal 2023, in coordination with the integration of Concorde, we began to reassess our operating model to determine the organizational structure that would best help the Company achieve future growth goals and optimally support the business. Beginning in fiscal 2024, we have executed an internal reorganization to fully transition our operating and reporting model to support a multi-divisional business. As part of the internal reorganization, each of the reportable segments now have dedicated accounting, finance, information technology, and human resources teams. Additionally, human resources and information technology costs that benefit the entire organization are now allocated across UTI, Concorde and Corporate each period based upon relative headcount. As a result, additional costs have moved from Corporate into the UTI segment and to a lesser extent the Concorde segment as resources were redirected to support the segment’s objectives. Due to these changes in allocation methodology, the prior year amounts for selling, general and administrative expenses have been recast for comparability to the current year presentation.
Compensation and related costs increased by $5.6 million for the year ended September 30, 2024 as compared to the prior year, primarily due to an increase in headcount to support our growth, diversification and optimization initiatives.
Advertising and marketing expense decreased by $0.9 million for the year ended September 30, 2024, as compared to the prior year. We continue to fine tune our marketing strategy by selecting cost-effective marketing options. Advertising expense as a percentage of revenues decreased to 10.7% for the year ended September 30, 2024 as compared to 12.3% in the prior year.
ProfessionalOur selling, general and contractadministrative servicesexpenses decreasedfor bythe $1.3year ended September 30, 2025 were $331.7 million, representing an increase of $42.4 million, or 14.7%, as compared to $289.3 million for the year ended September 30, 2024. TheThis decreasesincrease werewas primarily due to one-time costs incurredassociated in the prior year related towith our business strategies.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Results of Operations:see in full comparisonSixNine Months EndedMarchJune31,30, 2026 Compared toSixNine Months EndedMarchJune31,30, 2025
Segment Results of Operations for thesee in full comparisonSixNine Months EndedMarchJune31,30, 2026 Compared to theSixNine Months EndedMarchJune31,30, 2025
“Advertising expense increased by $2.2 million for the three months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.8% for the three months ended March 31, 2026 as compared to 10.8% 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.”see in full comparison
“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.”see in full comparison
“Advertising expense increased by $4.0 million for the six months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.3% for the six months ended March 31, 2026 as compared to 10.7% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches new campuses and expansions of programs on our existing campuses.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (128)
Universal Technical Institute (“UTI”): As of June 30,2026, UTI operatesoperated 16 campuses located in nine statesstates, and offersoffering 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.
Overview of the Three and SixNine Months Ended MarchJune 31,30, 2026
Revenues for the three months ended MarchJune 31,30, 2026 were $221.4$218.9 million, an increase of $14.0$14.6 million, or 6.7%,7.2%, from the comparable period in the prior year. UTI revenues increased by approximately $8.5$6.6 million, or 6.3%,5.0%, and Concorde revenues increased by approximately $5.5$8.1 million, or 7.5%.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.
Revenues for the sixnine months ended MarchJune 31,30, 2026 were $442.2$661.2 million, an increase of $33.4$48.0 million, or 8.2%,7.8%, from the comparable period in the prior year. UTI revenues increased by approximately $19.9$26.4 million, or 7.5%,6.6%, and Concorde revenues increased by approximately $13.5$21.6 million, or 9.4%.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 $0.3$3.2 million and $16.0$19.3 million during the three and sixnine months ended MarchJune 31,30, 2026, respectively, compared to $16.9$14.2 million and $44.3$58.5 million for the three and sixnine months ended MarchJune 31,30, 2025. The decrease for the three and sixnine months ended MarchJune 31,30, 2026 was primarily driven by approximately $11$9.0 million and $19$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.
During the six months ended March 31,fiscal 2026, we executed the following as part of our business strategy:
•The Company announced Glendale, Arizona as the site of a new Concorde campus with approximately 53,000 square feet and capacity for more than 620 students. Pending receipt of the required regulatory approvals, the Company expects to open the new campus in 2027.
•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 includingin aviation, welding, HVACR and various electrical training programs.
•We completed the expansion of the UTI Dallas, Texas campus, which allowed us to add aviation, HVACR, and multiple electrical and industrial technology programs. The expansion includes a new approximately 30,000 square foot facility near the existing campus and is expected to increase capacity by nearly 1,000 additional students.
•UTI announced that student recruitment has begun for its new Atlanta, Georgia campus. Scheduled to open in summer 2026, theThe UTI Atlanta, Georgia campus isopened theto Company’sstudents in July 2026, marking our first campus in the state of Georgia. The approximately 117,000 square foot facility will offeroffers multi-discipline programs in automotive, diesel, aviation, electrical, robotics and automation, HVACR and welding.
•In addition to its recentlyWe announced Glendale, Arizona campus, the Company announced threefour 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, TexasTexas, 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 springfiscal 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.
Results of Operations: Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
The following table sets forth selected statements of operations datadata, including as a percentage of revenues for each of the periods indicated.indicated:
Our revenues for the three months ended MarchJune 31,30, 2026 were $221.4$218.9 million, an increase of $14.0$14.6 million, or 6.7%,7.2%, as compared to revenues of $207.4$204.3 million for the three months ended MarchJune 31,30, 2025. Average full-time active students for the three months ended MarchJune 31,30, 20252026 was 26,385,25,131, an increase of 7.2%5.8% compared to the prior year. For the three months ended MarchJune 31,30, 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.
Our educational services and facilities expenses were $117.4$118.3 million for the three months ended MarchJune 31,30, 2026, as compared to $102.5$105.6 million for the three months ended MarchJune 31,30, 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 $7.5$6.2 million for the three months ended MarchJune 31,30, 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 $1.7$1.2 million for the three months ended MarchJune 31,30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, maintenancetraining aids and student expense increased by $4.9$3.9 million for the three months ended MarchJune 31,30, 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 $0.9$2.1 million for the three months ended MarchJune 31,30, 2026, primarily due to capital expenditures related to new property and equipment forto oursupport new campuses and expanded program expansions.offerings.
Our selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 were $103.6$97.3 million, as compared to $88.1$84.5 million for the three months ended MarchJune 31,30, 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 $3.7$5.9 million for the three months ended MarchJune 31,30, 2026 primarily due to additional headcount hired to support the execution of our growth strategy.
Advertising and marketing expense increased year-over-year by $7.5$3.5 million. Advertising and marketing expense as a percentage of revenues increased to 14.2%11.9% for the three months ended MarchJune 31,30, 2026 as compared to 11.5%11.1% in the prior year. This increase is due to additional advertising efforts to support the upcoming launches of multiple new campuses and expansions of programs on our existing campuses.
Other selling, general and administrative expenses increased by $4.3$3.4 million primarily due to an increase in our provision for credit losses of $7.4$1.5 million as a result of higher revenues and higher student volumes. ThisAdditionally, 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 expense decreasesexpenses as we continue to focus on cost optimization.
Income tax benefitexpense for the three months ended MarchJune 31,30, 2026 was $0.1$0.8 million, or 13.0%26.5% of pre-tax loss,income, compared to income tax expense of $5.4$3.7 million, or 32.0%25.7% of pre-tax income, for the three months ended MarchJune 31,30, 2025. The effective income tax rate for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 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 MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 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 MarchJune 31,30, 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 MarchJune 31,30, 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 MarchJune 31,30, 2026 and 2025:
(1) Other expenses include employee-related,employee-related travel and entertainment expenses.
Revenues for UTI for the three months ended MarchJune 31,30, 2026 were $142.7$138.0 million, an increase of $8.5$6.6 million, or 6.3%,5.0%, versus the prior year. Revenue increased primarily due to a 5.3%4.0% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
Revenues for Concorde for the three months ended MarchJune 31,30, 2026 were $78.7$80.9 million, an increase of $5.5$8.1 million, or 7.5%,11.1%, versus the prior year. Revenue increased primarily due to aan 10.2%8.5% increase in average full-time active students and new program launches associated with the continued execution of our growth and diversification strategy.
Compensation and benefits increased by $4.6$7.0 million for the three months ended MarchJune 31,30, 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 $5.4$1.2 million for the three months ended MarchJune 31,30, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 14.9%11.8% for the three months ended MarchJune 31,30, 2026 as compared to 11.8%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 $1.3$1.0 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 three months endedin March 31,2026 2026.and Thethe UTI Atlanta, Georgia campus is expected to openopened in the summer ofJuly 2026.
Student related expenses increased by $3.2$4.7 million, primarily due to costs incurred to outfit our new programs and campuses expected to openopening in fiscal 2026 and our increased population of students.
GeneralDepreciation operationsand amortization expense increased by $2.7$1.2 million, primarily due to annew increaseproperty inand the provision for credit losses dueequipment to growthsupport innew revenuescampuses and higherexpanded studentprogram volumes.offerings.
Compensation and benefits increased by $4.8 million for the three months ended March 31, 2026 as compared to the prior year, primarily due to additional instructional and administrative headcount and related compensation costs to support new program growth and increased student volumes.
Advertising expense increased by $2.2 million for the three months ended March 31, 2026 as compared to the prior year. Advertising expense as a percentage of revenues increased to 12.8% for the three months ended March 31, 2026 as compared to 10.8% 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.
General operations expense decreasedincreased by $0.8$0.6 millionmillion, for the three months ended March 31, 2026 as compared to the prior yearprimarily due to continued cost optimization, offset by an increase in the provision for credit losses due to growth in revenues and higher student volumes.
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.
Compensation and benefits increased by $1.7$2.5 million for the three months ended MarchJune 31,30, 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 for the three months ended March 31, 2026 as compared to the prior year,million, primarily due to higher software expenses reflecting continued investment in technology to support the execution of our growth, diversification, and optimization strategy.
Results of Operations: SixNine Months Ended MarchJune 31,30, 2026 Compared to SixNine Months Ended MarchJune 31,30, 2025
The following table sets forth selected statements of operations datadata, including as a percentage of revenues for each of the periods indicated.indicated:
Our revenues for the sixnine months ended MarchJune 31,30, 2026 were $442.2$661.2 million, an increase of $33.4$48.0 million, or 8.2%,7.8%, as compared to revenues of $408.9$613.2 million for the sixnine months ended MarchJune 31,30, 2025. Average full-time active students for the sixnine months ended MarchJune 31,30, 2026 was 26,622,26,125, an increase of 7.2%6.7% compared to the prior year. For the sixnine months ended MarchJune 31,30, 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.
Our educational services and facilities expenses were $227.9$346.2 million for the sixnine months ended MarchJune 31,30, 2026, as compared to $202.6$308.2 million for the sixnine months ended MarchJune 31,30, 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 $13.6$19.8 million for the sixnine months ended MarchJune 31,30, 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 $3.3$4.5 million for the sixnine months ended MarchJune 31,30, 2026, primarily due to new lease activity associated with the announced new campuses and annual rate increases on existing leases.
Supplies, maintenancetraining aids and student expense increased by $6.7$10.5 million for the sixnine months ended MarchJune 31,30, 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 $1.8$3.9 million for the sixnine months ended MarchJune 31,30, 2026, primarily due to capital expenditures related to new property and equipment forto oursupport new campuses and expanded program expansions.offerings.
Other educational services and facilities expenses decreased by $0.2$0.8 million for the sixnine months ended MarchJune 31,30, 2026, as we continued to focused on keepingoptimizing costs lowin despitesupport of our growthplanned efforts.growth.
UTI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 6 Form 4 filings (1 insider, 6 trade dates, 13,000 shares, about $334.7K) and open-market sales in 5 filings (5 insiders, 5 trade dates, 3,117,545 shares, about $129.0M). Net open-market shares: -3,104,545 (purchases minus sales); net value about -$128.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-28 | Devincenzi Robert Thomas |
Open-market purchase | 1,000 | $19.68 | $19.7K |
| 2026-09-21 | Devincenzi Robert Thomas |
Open-market purchase | 1,000 | $19.83 | $19.8K |
| 2026-08-27 | Devincenzi Robert Thomas |
Open-market purchase | 1,000 | $21.80 | $21.8K |
| 2026-08-25 | Devincenzi Robert Thomas |
Open-market purchase | 1,000 | $21.77 | $21.8K |
| 2026-08-12 | Devincenzi Robert Thomas |
Open-market purchase | 1,000 | $25.95 | $25.9K |
| 2026-08-10 | Devincenzi Robert Thomas |
Open-market purchase | 8,000 | $28.21 | $225.7K |
| 2026-06-29 | Grant Jerome Alan |
Open-market sale | 48,961 | $41.63 | $2.0M |
| 2026-06-29 | Grant Jerome Alan |
Open-market sale | 45,539 | $41.15 | $1.9M |
| 2026-06-22 | Prehn Kevin |
Open-market sale | 4,545 | $40.00 | $181.8K |
| 2026-06-08 | Coliseum Capital Partners, L.p. |
Open-market sale | 3,000,000 | $41.40 | $124.2M |
| 2026-06-05 | Kline Christine |
Open-market sale | 3,500 | $44.42 | $155.5K |
| 2026-06-05 | Lennox William J Jr |
Gift | 4,600 | — | — |
| 2026-05-27 | Lorenz Tracy Kay |
Shares withheld for tax | 18,720 | $40.06 | $749.9K |
| 2026-05-27 | Lorenz Tracy Kay |
Shares withheld for tax | 3,353 | $40.06 | $134.3K |
| 2026-05-25 | Lorenz Tracy Kay |
Grant/award | 42,243 | — | — |
| 2026-05-11 | Srere Linda J |
Open-market sale | 15,000 | $36.59 | $548.9K |
Well-known investors holding UTI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 810,041 | $34.6M | 0.05% | Reduced 44% |
| First Eagle Investment Management | 2026-06-30 | 570,235 | $24.4M | 0.04% | Added 21% |
| Baillie Gifford | 2026-06-30 | 507,700 | $21.7M | 0.02% | Reduced 10% |
| Renaissance Technologies | 2026-06-30 | 476,030 | $20.4M | 0.03% | Reduced 28% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 114,391 | $4.1M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 6,369 | $272.4K | 0.0% | Reduced 43% |