UEI COO sells shares to cover RSU taxes

UNIVERSAL ELECTRONICS INC COO and Interim CEO Richard K. Carnifax reported routine equity transactions tied to restricted stock vesting.

Rhea-AI Filing Summary

UNIVERSAL ELECTRONICS INC COO and Interim CEO Richard K. Carnifax reported routine equity transactions tied to restricted stock vesting. On May 7, 2026, he exercised 1,166 Restricted Stock Units, receiving the same number of common shares at a stated price of $0.00 per share. On May 8, 2026, he sold 362 common shares at a weighted average price of $4.2582 per share solely to cover applicable taxes and fees in a sell-to-cover transaction that was not a discretionary sale. After these transactions, he directly owned 16,793 common shares and an aggregate of 3,498 RSUs, from an original grant of 14,000 RSUs made on February 7, 2024 that vests over three years.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Carnifax Richard K

Role COO and Interim CEO

Sold 362 shs ($2K)

Approx. gross sale proceeds $2K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	362	$4.2582	$2K
Exercise	Restricted Stock Units	1,166	$0.00	$0.00
Exercise	Common Stock	1,166	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 3,498 contracts (Direct); Common Stock — 16,793 shares (Direct)

Footnotes (5)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of UEI common stock.
2. F2. 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. F3. Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $4.25 to $4.26 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
4. F4. 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.
5. F5. This figure represents an aggregate number of RSUs held by the Reporting Person.

Key Figures

Shares sold: 362 shares Weighted average sale price: $4.2582 per share RSUs converted: 1,166 RSUs +3 more

6 metrics

Shares sold 362 shares Open-market sale on May 8, 2026 to cover taxes

Weighted average sale price $4.2582 per share Sale prices ranged from $4.25 to $4.26

RSUs converted 1,166 RSUs Exercised into 1,166 common shares on May 7, 2026

Common shares after transactions 16,793 shares Direct ownership following reported transactions

RSUs held after transactions 3,498 RSUs Aggregate RSUs remaining in Carnifax’s holdings

Original RSU grant 14,000 RSUs Granted February 7, 2024, vesting over three years

Key Terms

Restricted Stock Units, sell-to-cover transaction, weighted average sale price, open market transactions

4 terms

Restricted Stock Units financial

"The filing reports transactions involving 1,166 Restricted Stock Units converted into common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell-to-cover transaction financial

"Represents shares sold solely to cover applicable taxes and fees in connection with the vesting of RSUs."

A sell-to-cover transaction is when a person granted company stock (for example as part of compensation or option exercise) immediately sells enough of those shares to pay required taxes or exercise costs and keeps the rest. Think of it like cashing part of a bonus to cover the tax bill; it provides necessary cash without the holder needing outside funds. Investors watch these sales because they increase trading volume and slightly reduce insider holdings, but they often reflect routine tax or cost management rather than a judgment on the company’s prospects.

weighted average sale price financial

"The price reported is the weighted average sale price of sales ranging from $4.25 to $4.26 per share."

open market transactions financial

"Reflects aggregate reporting of multiple open market transactions."

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did UEIC executive Richard Carnifax report in this Form 4 filing?

Richard K. Carnifax reported RSU vesting and a small share sale. He exercised 1,166 RSUs into common stock, then sold 362 shares to cover taxes, leaving 16,793 common shares and 3,498 RSUs directly owned.

How many Universal Electronics (UEIC) shares did Carnifax sell and at what price?

He sold 362 UEIC common shares. The weighted average sale price was $4.2582 per share, based on multiple open-market transactions between $4.25 and $4.26, as disclosed in the filing footnotes.

Was the UEIC share sale by Richard Carnifax a discretionary transaction?

No. The filing states the 362 shares were sold solely to cover applicable taxes and fees from RSU vesting. It describes this as a sell-to-cover transaction and notes it does not represent a discretionary sale by the reporting person.

How many Universal Electronics shares does Carnifax hold after these transactions?

After the reported transactions, Carnifax directly owns 16,793 UEIC common shares. He also holds an aggregate of 3,498 restricted stock units, which represent contingent rights to receive an equal number of common shares in the future.

What RSU grant underlies Richard Carnifax’s current Universal Electronics holdings?

The filing explains that on February 7, 2024, Carnifax was granted 14,000 RSUs. These vest over three years, with 33.33% vesting on the first anniversary and 8.33% vesting on each quarterly anniversary of the grant date thereafter.

How many Restricted Stock Units did Carnifax convert to UEIC common stock?

He converted 1,166 Restricted Stock Units into 1,166 shares of UEIC common stock. Each RSU represents a contingent right to receive one share of Universal Electronics common stock upon vesting, according to the filing footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 06:03 PM Learn about SEC filing dates

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 ARIZONA 85254

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

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

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

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	05/07/2026		M		1,166	A	(1)	17,155	D
Common Stock	05/08/2026		S		362(2)	D	$4.2582(3)	16,793	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)	05/07/2026		M			1,166	(4)	(4)	Common Stock	1,166	$0	3,498(5)	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. Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $4.25 to $4.26 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

4. 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.

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

Remarks:

	/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated March 4, 2026	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)