DOWNES SEAN P 4

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.