UEI - Universal Electronics Inc.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 16:07

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carnifax Richard K
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
(Last) (First) (Middle)
15147 N SCOTTSDALE RD STE H300
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026
(Street)
SCOTTSDALE, AZ 85254
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/07/2026 M 1,167 A (1) 15,864 D
Common Stock 02/13/2026 S 347(2) D $4.09 15,517 D
Common Stock 02/09/2026 M 672 A (1) 16,189 D
Common Stock 02/13/2026 S 200(2) D $4.09 15,989 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 02/07/2026 M 1,167 (3) (3) Common Stock 1,167 $ 0 5,336(4) D
Restricted Stock Units (1) 02/09/2026 M 672 (5) (5) Common Stock 672 $ 0 4,664(4) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carnifax Richard K
15147 N SCOTTSDALE RD STE H300
SCOTTSDALE, AZ 85254
COO and Interim CEO

Signatures

/s/Richard K. Carnifax, by Bryan Allison, pursuant to Limited Power of Attorney dated May 7, 2024 02/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) 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.
(4) This figure represents an aggregate number of RSUs held by the Reporting Person.
(5) On February 9, 2023, the Reporting Person was granted 8,075 RSUs, vesting over a 3 year schedule of 33.33% on February 9, 2024, and 8.33% quarterly thereafter.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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