Carnifax Richard K 4
4 · UNIVERSAL ELECTRONICS INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Universal Electronics (UEIC) COO Richard Carnifax Sells Shares, Vests RSUs
What Happened
Richard K. Carnifax, COO and Interim CEO of Universal Electronics (UEIC), had restricted stock units (RSUs) convert to common shares in early February 2026 and sold a portion to cover taxes. On Feb 7, 2026 he converted (exercise/conversion, code M) 1,167 RSUs into shares, and on Feb 9, 2026 converted 672 RSUs — a total of 1,839 shares acquired via RSU settlement. On Feb 13, 2026 he sold 347 shares and 200 shares in two open-market transactions (code S) at $4.09 per share for proceeds of $1,419 and $818 respectively (total $2,237). The derivative entries showing $0.00 consideration reflect RSU settlement rather than a paid option exercise.
Key Details
- Transaction types: M = conversion/settlement of RSUs (Feb 7 and Feb 9, 2026); S = open-market sale (Feb 13, 2026).
- Sales: 347 shares @ $4.09 = $1,419; 200 shares @ $4.09 = $818; total proceeds = $2,237.
- RSU conversions: 1,167 shares (Feb 7) and 672 shares (Feb 9) — total 1,839 shares settled. Derivative entries show $0.00, consistent with RSU vest/settlement.
- Footnote F2: The shares sold were sold solely to cover taxes and fees (sell-to-cover), not a discretionary sale.
- Footnotes F3/F5: These conversions relate to prior RSU grants — 14,000 RSUs granted Feb 7, 2024 (vesting schedule) and 8,075 RSUs granted Feb 9, 2023 (vesting schedule).
- Shares owned after transaction: The provided excerpt does not show total post-transaction beneficial ownership; Form 4 referenced an aggregate RSU figure (F4) but that number was not included here.
- Filing timing: Form 4 filed Feb 13, 2026 for transactions on Feb 7–9, 2026. SEC Form 4s are generally due within two business days of a reportable transaction, so this filing appears later than that window.
Context
- These transactions are a routine tax-withholding sell-to-cover following RSU vesting rather than an outright discretionary sale; such sales are common when RSUs vest.
- The derivative code “M” here represents RSU conversion/settlement (no cash paid to acquire shares).
- Sales were small in dollar terms (~$2.2K) and primarily administrative; they should not be interpreted alone as a material signal about executive conviction.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-07+1,167→ 15,864 total - Sale
Common Stock
[F2]2026-02-13$4.09/sh−347$1,419→ 15,517 total - Exercise/Conversion
Common Stock
[F1]2026-02-09+672→ 16,189 total - Sale
Common Stock
[F2]2026-02-13$4.09/sh−200$818→ 15,989 total - Exercise/Conversion
Restricted Stock Units
[F1][F3][F4]2026-02-07−1,167→ 5,336 total→ Common Stock (1,167 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F4]2026-02-09−672→ 4,664 total→ Common Stock (672 underlying)
Footnotes (5)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of UEI common stock.
- [F2]Represents shares sold solely to cover applicable taxes and fees in connection with the vesting of RSUs. This sale was effected pursuant to a sell-to-cover transaction and does not represent a discretionary sale by the Reporting Person.
- [F3]On February 7, 2024, the Reporting Person was granted 14,000 RSUs, vesting over 3 years with 33.33% vesting on the first anniversary of the grant date and 8.33% vesting on each quarterly anniversary of the grant date thereafter.
- [F4]This figure represents an aggregate number of RSUs held by the Reporting Person.
- [F5]On February 9, 2023, the Reporting Person was granted 8,075 RSUs, vesting over a 3 year schedule of 33.33% on February 9, 2024, and 8.33% quarterly thereafter.