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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001409751 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value 06/08/2026 false 0001261654 913915104 Universal Technical Institute, Inc. 4225 East Windrose Drive Suite 200 Phoenix AZ 85032 C. Shackelton/A. Gray 203-883-0100 105 Rowayton Avenue Rowayton CT 06853 0001409751 N Coliseum Capital Management, LLC b AF N DE 0 971440 0 971440 971440 N 1.76 IA 0001409585 N Coliseum Capital, LLC b AF N DE 0 801777 0 801777 801777 N 1.5 OO 0001356974 N Coliseum Capital Partners, L.P. b WC N DE 0 801777 0 801777 801777 N 1.5 PN 0001454123 N Adam Gray b AF N X1 0 971440 0 971440 971440 N 1.76 IN 0001430708 N Christopher Shackelton b AF N X1 0 971440 0 971440 971440 N 1.76 IN Common Stock, $0.0001 par value Universal Technical Institute, Inc. 4225 East Windrose Drive Suite 200 Phoenix AZ 85032 This Amendment No. 1 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to Universal Technical Institute, Inc. (the "Issuer"), filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 5, 2025, amends and supplements certain of the items set forth therein. The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 55,061,381 shares of Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026. The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The Reporting Persons and a separate account investment advisory client of Coliseum Capital Management, LLC (the "Separate Account") effected the following transactions in the Common Stock on the dates indicated, and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the filing of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less: on June 8, 2026, Coliseum Capital Partners, L.P. executed a block sale of 2,476,047 shares, and the Separate Account executed a block sale of 523,953 shares, each at a price of $41.40 per share. Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein. As a result of the transaction described herein, on June 8, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment represents the final amendment to the Initial 13D and constitutes an exit filing for the Reporting Persons. In connection with the block sales described herein, the Reporting Persons have agreed with Morgan Stanley & Co. LLC, the broker that executed the block sales, not to offer, sell or otherwise dispose of any remaining shares of Common Stock beneficially owned by the Reporting Persons and not sold in such block sales until such time as the Issuer publicly issues its earnings release for the Issuer's fiscal quarter ending June 30, 2026. Coliseum Capital Management, LLC /s/ Chivonne Cassar Chivonne Cassar / Attorney-in-fact 06/10/2026 Coliseum Capital, LLC /s/ Chivonne Cassar Chivonne Cassar / Attorney-in-fact 06/10/2026 Coliseum Capital Partners, L.P. by: Coliseum Capital, LLC, its General Partner, /s/ Chivonne Cassar Chivonne Cassar / Attorney-in-fact 06/10/2026 Adam Gray /s/ Chivonne Cassar Chivonne Cassar / Attorney-in-fact 06/10/2026 Christopher Shackelton /s/ Chivonne Cassar Chivonne Cassar / Attorney-in-fact 06/10/2026 Executed by Chivonne Cassar pursuant to a Power of Attorney which is incorporated herein by reference to Exhibit 24.1 to the Form 4 filed by Coliseum Capital Management, LLC on March 28, 2025.