DOWNES SEAN P 4

What Happened Sean P. Downes, Executive Chairman and Director of Universal Insurance Holdings, received 27,382 shares of common stock on Feb 24, 2026 upon the vesting of performance-based units (PSUs) granted March 20, 2023 for the 2023–2025 performance period. The PSUs vested at the maximum performance level; the company issued the target number of shares and made a cash payment for amounts earned in excess of target. To satisfy tax withholding obligations, 6,863 of the issued shares were withheld (disposed) at $30.23 per share, equal to $207,468.

Key Details

• Transaction date: 2026-02-24; filing date: 2026-02-26 (filed within the typical 2-business-day Form 4 window).
• Award: 27,382 shares issued (code A) at $0.00 per share as settlement of vested PSUs.
• Tax withholding: 6,863 shares withheld/disposed (code F) at $30.23 each = $207,468.
• Footnotes: F1 — PSUs were performance-based for fiscal 2023–2025, vested after committee certification; F2 — shares were withheld to satisfy tax withholding.
• Shares owned after transaction: not specified in the filing.

Context These shares result from the routine vesting and settlement of performance awards tied to company metrics, not an open-market purchase or sale; the withholding of shares for taxes is a common administrative step when equity awards vest. This filing reflects compensation settlement rather than a discretionary sale or buy that might signal a change in insider sentiment.