UVE chair reports RSU vesting, tax share withholding

UNIVERSAL INSURANCE HOLDINGS, INC.

Rhea-AI Filing Summary

UNIVERSAL INSURANCE HOLDINGS, INC. Executive Chairman Sean P. Downes reported RSU vesting and related tax withholding. On March 19, 2026, 12,791 restricted stock units converted into an equal number of UVE common shares at no exercise price. To satisfy tax withholding on this vesting, 5,034 common shares were withheld at a value of $32.89 per share rather than sold in the open market, leaving a net 7,757 new shares from this award.

After these transactions, Downes directly holds 1,226,788 shares of common stock. He also has indirect holdings of 48,000 shares held by his children and 2,000 shares held by his spouse. The footnotes state that additional RSUs are scheduled to vest in equal tranches of 12,791 shares on March 19, 2027 and 12,790 shares on March 19, 2028, subject to continued employment.

Insider Trade Summary

12,791 shares exercised/converted

Exercise 5 txns

Insider DOWNES SEAN P

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,791	$0.00	$0.00
Exercise	Common Stock	12,791	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,034	$32.89	$166K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 25,581 contracts (Direct); Common Stock — 1,226,788 shares (Direct); Common Stock — 48,000 shares (Indirect, By Children); Common Stock — 2,000 shares (Indirect, By Spouse)

Footnotes (3)

1. F1. These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs on March 19, 2026.
2. F2. Each RSU represents the right to receive one share of the Issuer's Common Stock, subject to vesting.
3. F3. These RSUs are scheduled to vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) 12,791 shares vested on March 19, 2026; (b) 12,791 shares vest on March 19, 2027; and (c) 12,790 shares vest on March 19, 2028.

FAQ

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

What insider transaction did UVE Executive Chairman Sean P. Downes report?

Sean P. Downes reported the vesting of 12,791 restricted stock units into UVE common shares. A portion of these shares was withheld to cover tax obligations, resulting in a net increase in his directly held common stock position after the non-market tax transaction.

How many UVE shares were withheld for taxes in Sean P. Downes' Form 4?

A total of 5,034 UVE common shares were withheld to satisfy tax withholding obligations. The shares were valued at $32.89 each for this purpose, and this withholding is not an open-market sale but a mechanism to pay taxes tied to RSU vesting.

How many UVE shares does Sean P. Downes hold after these transactions?

Following the March 19, 2026 transactions, Sean P. Downes directly owns 1,226,788 UVE common shares. He also has indirect holdings of 48,000 shares through his children and 2,000 shares through his spouse, according to the reported ownership details.

Were the UVE shares in Sean P. Downes' Form 4 bought or sold on the market?

The filing reflects RSU vesting and tax withholding, not open-market buying or selling. Shares were acquired via conversion of restricted stock units, while 5,034 shares were withheld by the issuer to cover taxes, a non-market disposition tied to compensation.

What future RSU vesting schedule did UVE disclose for Sean P. Downes?

Footnotes disclose additional RSUs scheduled to vest over two years. 12,791 RSUs are set to vest on March 19, 2027, and 12,790 on March 19, 2028, all contingent on Sean P. Downes remaining employed through each specified vesting date.

What does the RSU-to-share conversion mean for UVE shareholders?

The RSU conversion increases Sean P. Downes’ equity exposure by adding net shares to his direct holdings. Because a portion of the vested shares was withheld for taxes instead of sold on the market, the Form 4 mainly reflects compensation-related equity, not trading activity.

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

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Accepted by SEC EDGAR 03/20/2026 - 04:15 PM EDT 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^*

DOWNES SEAN P

(Last) (First) (Middle)

1110 WEST COMMERCIAL BOULEVARD

SUITE 100

(Street)

FORT LAUDERDALE FLORIDA 33309

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		M		12,791	A	$0	1,231,822	D
Common Stock	03/19/2026		F(1)		5,034	D	$32.89	1,226,788	D
Common Stock								48,000	I	By Children
Common Stock								2,000	I	By Spouse

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	(2)	03/19/2026		M			12,791	03/19/2026(3)	03/19/2028	Common Stock	12,791	$0	25,581	D

Explanation of Responses:

1. These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs on March 19, 2026.

2. Each RSU represents the right to receive one share of the Issuer's Common Stock, subject to vesting.

3. These RSUs are scheduled to vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) 12,791 shares vested on March 19, 2026; (b) 12,791 shares vest on March 19, 2027; and (c) 12,790 shares vest on March 19, 2028.

Remarks:

	/s/ Sean P. Downes	03/20/2026
	** 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)