Carnifax Richard K 4

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.