UEIC (UEIC) interim CEO sells shares to cover taxes after RSU vesting

Rhea-AI Filing Summary

Universal Electronics COO and Interim CEO Richard Carnifax reported equity transactions linked to vested restricted stock units (RSUs). On February 7, 2026, 1,167 RSUs converted into common stock, and on February 9, 2026, another 672 RSUs converted, increasing his directly held common shares.

On February 13, 2026, he sold 347 and 200 common shares at $4.09 per share. According to the footnotes, these sales were made solely to cover taxes and fees from RSU vesting under a sell-to-cover arrangement and were not discretionary sales.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carnifax Richard K

(Last) (First) (Middle)

15147 N SCOTTSDALE RD STE H300

(Street)

SCOTTSDALE AZ 85254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL ELECTRONICS INC [ UEIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO and Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/07/2026		M		1,167	A	(1)	15,864	D
Common Stock	02/13/2026		S		347(2)	D	$4.09	15,517	D
Common Stock	02/09/2026		M		672	A	(1)	16,189	D
Common Stock	02/13/2026		S		200(2)	D	$4.09	15,989	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/07/2026		M			1,167	(3)	(3)	Common Stock	1,167	$0	5,336(4)	D
Restricted Stock Units	(1)	02/09/2026		M			672	(5)	(5)	Common Stock	672	$0	4,664(4)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of UEI common stock.

2. Represents shares sold solely to cover applicable taxes and fees in connection with the vesting of RSUs. This sale was effected pursuant to a sell-to-cover transaction and does not represent a discretionary sale by the Reporting Person.

3. On February 7, 2024, the Reporting Person was granted 14,000 RSUs, vesting over 3 years with 33.33% vesting on the first anniversary of the grant date and 8.33% vesting on each quarterly anniversary of the grant date thereafter.

4. This figure represents an aggregate number of RSUs held by the Reporting Person.

5. On February 9, 2023, the Reporting Person was granted 8,075 RSUs, vesting over a 3 year schedule of 33.33% on February 9, 2024, and 8.33% quarterly thereafter.

Remarks:

	/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated May 7, 2024	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did UEIC COO and Interim CEO Richard Carnifax report?

Richard Carnifax reported RSU vesting and related share sales. RSUs converting on February 7 and 9, 2026 became common stock, and on February 13, 2026, he sold 347 and 200 shares at $4.09 each to cover taxes and fees from the vesting.

Were Richard Carnifax’s UEIC share sales discretionary transactions?

The filing states the share sales were not discretionary. Footnotes explain the 347 and 200 UEIC shares sold on February 13, 2026 were executed solely to cover applicable taxes and fees from RSU vesting under a sell-to-cover arrangement, rather than elective open-market selling.

How many UEIC restricted stock units vested for Richard Carnifax in February 2026?

Two RSU tranches vested and converted into common stock. On February 7, 2026, 1,167 RSUs vested, and on February 9, 2026, an additional 672 RSUs vested, reflecting scheduled installments from earlier RSU grants made in 2023 and 2024.

What RSU grants underlie Richard Carnifax’s February 2026 UEIC transactions?

The vesting relates to prior RSU grants. One grant of 14,000 RSUs dated February 7, 2024 vests 33.33% after one year, then 8.33% quarterly. Another grant of 8,075 RSUs dated February 9, 2023 follows a similar 3-year schedule with quarterly vesting installments.

How many UEIC restricted stock units does Richard Carnifax hold after these transactions?

After the February 7, 2026 conversion, he held 5,336 RSUs. Following the February 9, 2026 conversion, he held 4,664 RSUs. The filing notes this figure represents the aggregate number of RSUs still held, separate from his directly owned common stock.

What is Richard Carnifax’s role at Universal Electronics (UEIC) in this Form 4?

Richard Carnifax is identified as an officer of Universal Electronics, serving as COO and Interim CEO. The Form 4 reflects his beneficial ownership changes in UEIC equity, including RSU vesting, resulting common shares, and associated sell-to-cover transactions for tax withholding.