DOWNES SEAN P 4

What Happened

• Sean P. Downes, Executive Chairman and Director of Universal Insurance Holdings, had 12,791 restricted stock units (RSUs) convert into 12,791 shares on March 19, 2026. To satisfy tax withholding, 5,034 of those shares were withheld (disposed) at an implied value of $32.89 per share, totaling $165,568. The RSU conversion is reported as a derivative exercise/conversion (code M); the withholding is reported under code F.

Key Details

• Transaction date: March 19, 2026; filing date: March 20, 2026 (timely).
• Conversion: 12,791 RSUs -> 12,791 shares (acquired at $0.00 as RSU settlement).
• Tax withholding: 5,034 shares withheld/disposed at $32.89 = $165,568 (reported as F).
• Remaining RSUs schedule (per footnote): 12,791 vest on 3/19/2027 and 12,790 vest on 3/19/2028.
• Shares owned after the transaction: not disclosed in the provided filing.
• Codes explained: M = exercise/conversion of derivative (RSU settlement); F = shares withheld to satisfy tax withholding.

Context

• This was a routine RSU vesting with shares withheld for taxes (a common cashless settlement), not an open-market sale or buy. Such withholding transactions are administrative and do not necessarily indicate a change in insider sentiment.