Carnifax Richard K 4

4 · UNIVERSAL ELECTRONICS INC · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

Universal Electronics (UEIC) COO Richard Carnifax Sells Shares

What Happened

Richard K. Carnifax, COO and interim CEO of Universal Electronics Inc. (UEIC), had 1,166 restricted stock units (RSUs) convert to common shares on May 7, 2026. Following the conversion, he sold 362 shares in the open market on May 8, 2026 for total proceeds of $1,541 (weighted-average price about $4.26 per share). The sale was a sell-to-cover to cover taxes/fees associated with the RSU vesting.

Key Details

Transaction types and dates:
- 2026-05-07: Conversion/exercise of derivative (RSUs) into 1,166 shares (no cash paid).
- 2026-05-08: Open-market sale of 362 shares at a weighted-average price ≈ $4.26 (sales ranged $4.25–$4.26).
Proceeds: ~$1,541 from the 362-share sale (weighted average).
Shares owned after transaction: Not specifically reported in this Form 4 (footnote indicates an aggregate RSU balance but the filing does not list post-transaction share total).
Notable footnotes:
- F1: Each RSU converts to one share of UEI common stock.
- F2: The 362-share sale was a sell-to-cover to satisfy taxes/fees (not a discretionary sale).
- F3: Price shown is weighted average; sales ranged $4.25–$4.26.
- F4: Original grant was 14,000 RSUs (vesting schedule noted).
- F5: Indicates aggregate RSUs held by the reporting person.
Filing timeliness: Reported on 2026-05-08 for transactions on 2026-05-07 — timely (Form 4 is due within two business days).

Context

This filing documents RSU vesting and a routine sell-to-cover transaction to satisfy tax withholding. The conversion of RSUs produced shares without a cash purchase by the insider; a portion was sold immediately to cover tax obligations. Such sell-to-cover transactions are common and typically do not by themselves signal a change in insider confidence.

Form 4

Period: 2026-05-07

COO and Interim CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-07+1,166→ 17,155 total
Sale
Common Stock
[F2][F3]
2026-05-08$4.26/sh−362$1,541→ 16,793 total
Exercise/Conversion
Restricted Stock Units
[F1][F4][F5]
2026-05-07−1,166→ 3,498 total
→ Common Stock (1,166 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]Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $4.25 to $4.26 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
[F4]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.
[F5]This figure represents an aggregate number of RSUs held by the Reporting Person.

Signature

/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated March 4, 2026|2026-05-08

1 file