UVE (NYSE: UVE) chair logs PSU vesting gain and tax share withholding

Rhea-AI Filing Summary

UNIVERSAL INSURANCE HOLDINGS, INC. Executive Chairman Sean P. Downes reported equity award activity in Common Stock. On February 24, 2026, he acquired 27,382 shares at $0.00 per share through the vesting of previously granted performance-based units for the 2023–2025 performance period, after the compensation committee certified that the maximum performance threshold was achieved.

On the same date, 6,863 shares at $30.23 per share were disposed of to cover tax withholding obligations related to this PSU settlement, rather than through an open-market sale. Following these transactions, he directly owned 1,219,031 shares of Common Stock. Indirect holdings reported as of that date included 2,000 shares held by his spouse and 48,000 shares held by his children.

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^*

DOWNES SEAN P

(Last) (First) (Middle)

1110 WEST COMMERCIAL BOULEVARD

SUITE 100

(Street)

FORT LAUDERDALE FL 33309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL INSURANCE HOLDINGS, INC. [ UVE ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		27,382(1)	A	$0	1,225,894	D
Common Stock	02/24/2026		F		6,863(2)	D	$30.23	1,219,031	D
Common Stock								2,000	I	By Spouse
Common Stock								48,000	I	By Children

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

Explanation of Responses:

1. Represents shares of Common Stock issued pursuant to the performance-based units ("PSUs") previously granted on March 20, 2023 for performance over fiscal 2023 through 2025 performance period. These PSUs vested on February 24, 2026, following certification by the Issuer's compensation committee. The maximum performance threshold was achieved. As permitted by the terms of the awards, the compensation committee issued the target number of shares of Common Stock subject to the PSUs and a cash payment in respect of PSUs earned in excess of target in settlement of the award.

2. These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the settlement of vested PSUs into shares of Common Stock.

Remarks:

	/s/ Sean P. Downes	02/26/2026
	** 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 UVE Executive Chairman Sean Downes report?

Sean Downes reported a PSU-related share acquisition and a tax-related share disposition. He received 27,382 UVE common shares from vesting performance-based units, and 6,863 shares were withheld to satisfy tax obligations connected to that equity award settlement.

How many UVE shares did Sean Downes acquire through equity awards?

He acquired 27,382 UVE common shares at no cost through the vesting of performance-based units. These units, granted in March 2023, covered performance for fiscal years 2023–2025 and vested after the compensation committee certified that the maximum performance threshold was achieved.

Why were some of Sean Downes’ UVE shares disposed of in this filing?

The 6,863 UVE shares were withheld to cover tax obligations arising from the PSU vesting. This tax-withholding disposition, reported under transaction code F, reflects payment of tax liability by delivering shares rather than an open-market sale of stock.

What are Sean Downes’ UVE shareholdings after these Form 4 transactions?

After these transactions, Sean Downes directly owned 1,219,031 UVE common shares. The filing also shows indirect ownership of 2,000 shares held by his spouse and 48,000 shares held by his children, reported as separate indirect holdings on the same date.

What performance period did the UVE performance-based units for Sean Downes cover?

The performance-based units that vested for Sean Downes covered fiscal years 2023 through 2025. They were granted on March 20, 2023, and vested on February 24, 2026 after the compensation committee confirmed that the maximum performance threshold for the award had been achieved.