DOWNES SEAN P 4

4 · UNIVERSAL INSURANCE HOLDINGS, INC. · Filed Mar 31, 2026

AI-generated summary of this filing

Updated Mar 31, 2026

Universal Insurance (UVE) Exec Chair Sean Downes Exercises RSUs, Sells Shares

What Happened

Sean P. Downes, Executive Chairman and Director of Universal Insurance Holdings, had 8,342 restricted stock units (RSUs convert/vest) on March 27, 2026. As part of the vesting, 6,875 shares were withheld to cover tax withholding obligations (3,283 shares on 3/27 at $33.67 = $110,539; 3,592 shares on 3/30 at $34.16 = $122,703), for total tax withholding of $233,242. Net shares delivered to Downes from this vesting were 1,467 shares (8,342 vested less 6,875 withheld). The exercise/conversion line at $0 reflects RSU vesting rather than an out‑of‑pocket purchase.

Key Details

Transaction dates and prices:
- 2026-03-27: 8,342 RSUs vested (reported as exercise/conversion at $0).
- 2026-03-27: 3,283 shares withheld for taxes @ $33.67, proceeds $110,539.
- 2026-03-30: 3,592 shares withheld for taxes @ $34.16, proceeds $122,703.
Net shares received by insider from this vesting: 1,467 shares.
Shares owned after transaction: Not specified in the provided filing details.
Footnotes of note:
- F1/F2: Withheld shares satisfy tax withholding on RSU vesting (cashless withholding).
- F3: Each RSU equals one share of common stock upon vesting.
- F4: Vesting schedule: 8,342 vested 3/27/2025; 8,342 vested 3/27/2026 (this filing); 8,341 to vest 3/27/2027.
Timeliness: Filing dated 2026-03-31 covering transactions on 3/27 and 3/30 appears to be filed within the standard Section 16 two-business-day window.

Context

This was a routine RSU vesting with shares withheld to cover tax obligations (a common "cashless" withholding), not an open-market sale indicating a judgment about the stock. The M transaction code denotes conversion/vesting of a derivative (RSU); the F code denotes shares withheld for tax liability.

Form 4

Period: 2026-03-27

DirectorExecutive Chairman

Transactions

Exercise/Conversion
Common Stock
2026-03-27+8,342→ 1,215,130 total
Tax Payment
Common Stock
[F1]
2026-03-27$33.67/sh−3,283$110,539→ 1,211,847 total
Tax Payment
Common Stock
[F2]
2026-03-30$34.16/sh−3,592$122,703→ 1,208,255 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-03-27−8,342→ 8,341 total
From: 2025-03-27Exp: 2027-03-27→ Common Stock (8,342 underlying)

Holdings

Footnotes (4)

[F1]These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs on March 27, 2026.
[F2]These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs on March 30, 2026.
[F3]Each RSU represents the right to receive one share of the Issuer's Common Stock, subject to vesting.
[F4]These RSUs are scheduled to vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) 8,342 shares vested on March 27, 2025; (b) 8,342 shares vested on March 27, 2026; and (c) 8,341 shares vest on March 27, 2027.

Signature

/s/ Sean P. Downes|2026-03-31

1 file