UNIVERSAL TECHNICAL INSTITUTE INC (UTI)

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.

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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.

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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:

Revenues and Student Metrics

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.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with the "Selected Financial Data" and the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K.

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 of transportation, skilled trades, energy and healthcare programs serving students, partners, and communities nationwide. We offer high-quality training programs and support services for in-demand careers through 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 learnings 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”): UTI operates 15 campuses located in nine states and offers a wide range of degree and non-degree transportation and skilled trades technical training programs. UTI also offers manufacturer specific advanced training programs, which include student-paid electives, at our campuses and manufacturer or dealer sponsored training at certain campuses and dedicated training centers. Lastly, UTI provides dealer technician training or instructor staffing services to manufacturers.

Concorde Career Colleges (“Concorde”): Concorde 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 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 for 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. We acquired Concorde on December 1, 2022.

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“Corporate” includes corporate related expenses that are not allocated to the UTI or Concorde reportable segments. See Note 23 of the notes to our Consolidated Financial Statements within Part II, Item 8 of this Annual Report on Form 10-K 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, and enables us to provide highly specialized education to our students, resulting in enhanced employment opportunities and the potential for higher wages for our graduates.

Revenues

Our revenues 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 to students who withdraw from our programs prior to specified dates. Tuition and fee revenue is recognized ratably over the term of the course or program offered. Approximately 99% of our revenues for each of the years ended September 30, 2025, 2024 and 2023, respectively, consisted of gross tuition. We supplement our tuition and fee revenues with additional revenues from sales of textbooks and program supplies and other revenues, which are recognized as the transfer of goods or services occurs. Tuition revenue and fees generally vary based on the average number of students enrolled and average tuition charged per program.

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 tuition, which 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.

Student Enrollment and Tuition

Average full-time enrollments vary depending on, among other factors, the number of continuing students at the beginning of a period, new student enrollments during the period, students who have previously withdrawn but decide to re-enroll during the period, and graduations and withdrawals during the period. Our average full-time enrollments are influenced by the:

•Attractiveness of our program offerings to high school graduates and potential adult students;

•Effectiveness of our marketing efforts;

•Depth of our industry relationships;

•Strength of employment markets and long-term career prospects;

•Quality of our instructors and student services professionals;

•Persistence of our students;

•Length of our education programs;

•Availability of federal and alternative funding for our programs; and

•Number of graduates of our programs who elect to attend the advanced training programs we offer and general economic conditions.

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 twelve 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 short courses start 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.

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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 approximately 1.9%, 3.0% and 6.0% for each of the years ended September 30, 2025, 2024 and 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.

Our ability to start new students can be influenced by various factors including: the state of the general macro-economic environment and its impact on price sensitivity and the ability and willingness of students and their families to incur debt to fund their education; unemployment rates; competition; adverse media coverage; legislative, or regulatory actions and investigations by attorneys general and various agencies related to allegations of wrongdoing on the part of other companies within the education and training services industry, which can cast the aggregate “for-profit” education industry in a negative light; and pandemics and or other national, state or local emergencies as declared by various government authorities. For more information, see Item 1A. “Risk Factors.”

Financial Aid

Most students at our campuses rely on funds received under various government-sponsored student financial aid programs, predominantly Title IV Programs and various veterans' benefits programs, to pay a substantial portion of their tuition and other education-related expenses. Approximately 78% of our revenues, on a cash basis, were collected from funds distributed under Title IV Programs and various veterans' benefits programs for the year ended September 30, 2025 as calculated under the 90/10 rule.

The Company extends credit for tuition and fees, for a limited period of time, to the majority of our students. Our credit risk is mitigated through the students’ participation in federally funded financial aid and veterans' benefit programs unless students withdraw prior to the receipt by us of Title IV or veterans' benefit funds for those students. The financial aid and veterans' benefits programs are subject to political and budgetary considerations. There is no assurance that such funding will be maintained at current levels. Extensive and complex regulations govern the financial assistance programs in which our students participate. Our administration of these programs is periodically reviewed by various regulatory agencies. Any regulatory violation could be the basis for the initiation of potential adverse actions, including a suspension, limitation, placement on reimbursement status or termination proceeding, which could have a material adverse effect on our business.

If any of our institutions were to lose its eligibility to participate in federal student financial aid or veterans' benefit programs, the students at that institution, and other locations of that institution, would lose access to funds derived from those programs and would have to seek alternative sources of funds to pay their tuition and fees. The receipt of financial aid and veterans’ benefit funds reduces the students’ amounts due to us and has no impact on revenue recognition, as the transfer relates to the source of funding for the costs of education which may occur through Title IV, veterans’ benefit or other funds and resources available to the student. Additionally, we bear all credit and collection risk for the portion of our student tuition that is funded through the proprietary loan program.

Operating Expenses

We categorize our operating expenses as (i) educational services and facilities and (ii) selling, general and administrative.

Major components of educational services and facilities expenses include: faculty and other campus administration employees’ compensation and benefits; facility rent; maintenance; utilities; depreciation and amortization of property and equipment used in the provision of educational services; tools; training aids; royalties under our licensing arrangements; and other costs directly associated with teaching our programs and providing educational services to our students.

Selling, general and administrative expenses include: compensation and benefits, including stock-based compensation, of employees who are not directly associated with the provision of educational services, such as executive management, finance and central accounting, information technology, legal, human resources, marketing and student admissions; marketing and student enrollment expenses; professional services; provision for credit losses; costs associated with the implementation and operation of our student management and reporting system;

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