Univest Financial (UVSP) COO updates holdings after RSU vesting, taxes

Rhea-AI Filing Summary

UNIVEST FINANCIAL Corp Senior EVP & COO Michael S. Keim reported multiple equity compensation transactions involving restricted stock units and common shares. On 2026-03-15, he exercised or settled 11,756 restricted and performance-based stock units into an equal number of common shares at a stated price of $0.0000 per unit.

Of the resulting common shares, 4,348 were disposed of at $32.7200 per share to cover tax obligations, while 1,786 common shares were cancelled based on performance evaluations after the measurement period. Following these transactions, he directly held 66,979.077 common shares, including 7,154.509 acquired through a dividend reinvestment plan.

Keim also received new awards of 2,826 restricted stock units and 6,588 performance-based restricted stock units. The time-based units vest in three equal annual installments starting on 2027-03-15, and each unit converts into one common share upon vesting. The performance-based units vest on the third anniversary of grant, with the actual shares awarded based on company performance over the three-year period, up to 150% of the 6,588 reported units.

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

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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^*

Keim Michael S

(Last) (First) (Middle)

14 NORTH MAIN STREET

PO BOX 197

(Street)

SOUDERTON PA 18964

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVEST FINANCIAL Corp [ UVSP ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		1,150	A	$0	62,507.077(1)(2)	D
Common	03/15/2026		M		1,499	A	$0	64,006.077(1)(2)	D
Common	03/15/2026		M		1,061	A	$0	65,067.077(1)(2)	D
Common	03/15/2026		M		8,046	A	$0	73,113.077(2)(3)	D
Common	03/15/2026		J		1,786(4)	D	$0	71,327.077(2)	D
Common	03/15/2026		F		4,348	D	$32.72	66,979.077(2)	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)	03/15/2026		M			1,150	03/15/2024	03/15/2026	Common	1,150	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			1,499	03/15/2025(5)	03/15/2027(5)	Common	1,499	$0	1,499	D
Restricted Stock Units	(1)	03/15/2026		M			1,061	03/15/2026(5)	03/15/2028(5)	Common	1,061	$0	2,122	D
Performance Restricted Stock Units	(3)	03/15/2026		M			8,046	03/15/2026	03/15/2026	Common	8,046	$0	0	D
Restricted Stock Units	(6)	03/15/2026		A		2,826		03/15/2027(5)	03/15/2029(5)	Common	2,826	$0	2,826	D
Performance Restricted Stock Units	(6)	03/15/2026		A		6,588		03/15/2029(7)	03/15/2029(7)	Common	6,588	$0	6,588	D

Explanation of Responses:

1. REPRESENTS THE SETTLEMENT OF ONE SHARE OF COMMON STOCK UPON VESTING OF THE CORRESPONDING NUMBER OF RESTRICTED STOCK UNITS.

2. INCLUDES 7,154.509 SHARES ACQUIRED THROUGH THE DIVIDEND REINVESTMENT PLAN.

3. REPRESENTS THE SETTLEMENT OF ONE SHARE OF COMMON STOCK UPON VESTING OF THE CORRESPONDING NUMBER OF PERFORMANCE-BASED RESTRICTED STOCK UNITS.

4. VESTED SHARES CANCELLED DUE TO EVALUATION OF PERFORMANCE FACTORS AFTER MEASUREMENT PERIOD.

5. RESTRICTED STOCK UNITS VEST AT 33.33% PER YEAR FOR THREE YEARS COMMENCING WITH THE EXERCISABLE DATE INDICATED ASSUMING CONTINUED EMPLOYMENT THROUGH THE VESTING DATE.

6. EACH RESTRICTED STOCK UNIT REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK UPON VESTING OF THE UNIT.

7. THE PERFORMANCE-BASED RESTRICTED STOCK UNITS VEST ON THE THIRD ANNIVERSARY OF THE DATE OF THE GRANT AT WHICH POINT THE ACTUAL NUMBER OF SHARES TO BE AWARDED WILL BE DETERMINED BASED ON THE PERFORMANCE OF THE COMPANY DURING THE THREE YEAR PERIOD. THE RECIPIENT MAY RECEIVE UP TO 150% OF THE REPORTED RESTRICTED STOCK UNITS.

Remarks:

	/s/ Megan D. Santana, attorney-in-fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did UVSP executive Michael S. Keim report?

Michael S. Keim reported exercises and settlements of 11,756 restricted and performance stock units into common shares. He also reported tax-withholding and performance-based cancellations, plus new grants of restricted and performance-based units, all related to equity compensation rather than open-market trading.

How many UVSP shares does Michael S. Keim hold after these Form 4 transactions?

After the reported transactions, Michael S. Keim directly holds 66,979.077 shares of Univest Financial common stock. This balance includes 7,154.509 shares that were previously acquired through a dividend reinvestment plan, as disclosed in the filing’s footnotes.

Were any of Michael S. Keim’s UVSP transactions open-market buys or sells?

The filing shows no open-market purchases or sales. Reported transactions are derivative exercises of restricted and performance-based stock units, an internal adjustment coded as “J,” and a tax-withholding disposition coded “F,” where 4,348 shares were delivered at $32.7200 per share to satisfy tax obligations.

What new restricted stock unit awards did UVSP grant to Michael S. Keim?

He received 2,826 new restricted stock units and 6,588 performance-based restricted stock units. The time-based units vest in three equal annual installments starting March 15, 2027, while the performance-based units vest on the third anniversary of grant, subject to company performance over a three-year period.

How do Michael S. Keim’s performance-based RSUs at UVSP vest and pay out?

The performance-based restricted stock units vest on the third anniversary of the grant date. The actual number of common shares delivered depends on Univest Financial’s performance over the three-year period, with the recipient potentially receiving up to 150% of the 6,588 reported units.

Why were some of Michael S. Keim’s UVSP shares cancelled in this Form 4?

The filing discloses that certain vested shares were cancelled due to evaluation of performance factors after the measurement period. This relates to performance-based equity awards, where the final share count depends on how company performance compared to preset performance criteria.