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[Form 4] UNIVERSAL ELECTRONICS INC Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Universal Electronics Inc. (UEIC) reported new equity awards to its COO and Interim CEO on November 13, 2025. The executive received a performance stock unit award for 150,000 units, each representing one share of common stock, which vests in three tranches only when both stock price and service conditions are met, and must satisfy its stock price condition by November 13, 2030 or it expires. The executive also received an employee stock option grant for 150,000 shares at an exercise price of $2.97, vesting 33.33% annually from 2026 to 2028 and expiring on November 13, 2035. Following these transactions, the executive beneficially owned 392,433 performance stock units, 168,465 stock options, and 6,503 restricted stock units.

Positive
  • None.
Negative
  • None.
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)
11/13/2025
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 14,697 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
Performance Stock Units (1) 11/13/2025 A 150,000 (2) (2) Common Stock 150,000 $0 242,433(3) D
Performance Stock Units (1) 11/13/2025 A 150,000 (2) (2) Common Stock 150,000 $0 392,433(3) D
Employee Stock Option (Rt to Buy) (4) 11/13/2025 A 150,000 (5) (5) Common Stock 150,000 $2.97(4) 168,465(6) D
Restricted Stock Units (7) (8) (8) Common Stock 6,503 6,503(9) D
Explanation of Responses:
1. Each performance stock unit represents a contingent right to receive one share of UEI common stock.
2. The performance stock unit award was approved and granted by the Compensation Committee of the Board of Directors on November 13, 2025. The performance stock unit award will vest in three tranches with one stock market condition and three service conditions. Each tranche will vest only when both the stock price market and service conditions have been achieved. The stock price market condition must be met on or by the fifth anniversary of the grant (November 13, 2030). Any unvested tranche will expire at close of business on November 13, 2030.
3. This figure represents an aggregate number of performance stock units held by Reporting Person.
4. Exercise Price Determined in accordance with the terms of the Company's applicable Stock Incentive Plan.
5. The stock option award was approved and granted by the Compensation Committee of the Board of Directors on November 13, 2025. The stock option award will vest over a 3-year vesting schedule with 33.33% on November 13, 2026, 33.33% on November 13, 2027 and the remainder vesting on November 13, 2028. The stock option award will expire on the tenth anniversary of the grant date (November 13, 2035).
6. This figure represents an aggregate number of stock options held by Reporting Person.
7. Each restricted stock unit represents a contingent right to receive one share of UEI common stock.
8. The restricted stock units vest in accordance with the vesting schedule of each RSU Grant.
9. This figure represents an aggregate number of restricted stock units held by Reporting Person.
Remarks:
/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated May 7, 2024 11/17/2025
** 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 equity awards did UEIC grant to its COO and Interim CEO?

The COO and Interim CEO of Universal Electronics Inc. (UEIC) received a performance stock unit award for 150,000 units and an employee stock option award for 150,000 shares of common stock on November 13, 2025.

How do the new UEIC performance stock units for the COO vest?

The 150,000 performance stock units vest in three tranches, each requiring both a stock price market condition and service conditions to be met. The stock price market condition must be achieved on or by November 13, 2030, and any unvested tranche expires at close of business on that date.

What is the vesting schedule for the UEIC stock options granted on November 13, 2025?

The 150,000 stock options granted on November 13, 2025 vest over three years: 33.33% on November 13, 2026, 33.33% on November 13, 2027, and the remainder on November 13, 2028. The options expire on November 13, 2035.

What is the exercise price of the new UEIC stock options?

The employee stock option award carries an exercise price of $2.97 per share, determined in accordance with the terms of the company’s applicable stock incentive plan.

How many derivative securities does the UEIC executive beneficially own after these grants?

After the reported transactions, the executive beneficially owned 392,433 performance stock units, 168,465 stock options, and 6,503 restricted stock units tied to UEIC common stock.

What do UEIC performance stock units and restricted stock units represent?

Each performance stock unit and each restricted stock unit represents a contingent right to receive one share of UEIC common stock, subject to the applicable vesting and performance conditions.

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39.56M
12.54M
6.5%
72.03%
0.68%
Consumer Electronics
Household Audio & Video Equipment
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United States
SCOTTSDALE