Preliminary Proxy Statement (Form PRE 14A)

[•], 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Universal Electronics Inc., to be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026 at [a/p].m. local time in Scottsdale, Arizona.

The following Notice of Annual Meeting of Stockholders and Proxy Statement includes information about the matters to be acted upon by stockholders at the Annual Meeting. We hope that you will exercise your right to vote, either by attending the Annual Meeting and voting in person or by voting through other acceptable means as promptly as possible. You may vote through the Internet, by telephone or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee).

Important Notice Regarding the Availability of Proxy Materials

for the 2026 Annual Meeting of Stockholders

We are mailing many of our stockholders a Notice Regarding the Availability of Proxy Materials rather than a full set of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how to obtain a paper copy of the full set of proxy materials if a stockholder so desires. This process is more environmentally friendly and reduces our costs to print and distribute these materials to stockholders. All stockholders who do not receive the Notice Regarding the Availability of Proxy Materials will receive a full set of our proxy materials.

On behalf of the Board of Directors and management of Universal Electronics Inc., we thank you for all of your support.

TABLE OF CONTENTS

UNIVERSAL ELECTRONICS INC.

Corporate Headquarters

15147 N. Scottsdale Road, Suite H300

Scottsdale, Arizona 85254

Notice of Annual Meeting of Stockholders

to be Held on [•], 2026

The 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") of Universal Electronics Inc., a Delaware corporation ("Universal," "UEI," the "Company," "we," "us" or "our"), will be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026 at [a/p].m., local time in Scottsdale, Arizona.

The meeting will be conducted for the following purposes:

All holders of record of shares of our common stock (Nasdaq: UEIC) at the close of business on [•], 2026 (the "Record Date") are entitled to vote at the 2026 Annual Meeting and at any postponements or adjournments thereof. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. We encourage you to vote via the Internet atwww.proxypush.com/UEIC. It is convenient and may save us postage and processing costs. In addition, when you vote via the Internet, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. If you do not vote via the Internet, please vote by telephone or by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope. Voting early will help avoid additional solicitation costs and will not prevent you from attending the 2026 Annual Meeting or changing your vote.

IF YOU PLAN TO ATTEND THE MEETING:

Registration and seating will begin at [•] [a/p].m. (local time in Scottsdale, Arizona) on the day of the 2026 Annual Meeting. Each stockholder will need to present evidence of stock ownership and will need to bring valid picture identification, such as a driver's license or passport, for admission to the meeting. Stockholders holding stock in brokerage accounts ("street name" holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], [•], 2026.

This Proxy Statement, the Notice and our Annual Report on Form 10-Kfor the year ended December 31, 2025 are available online at www.proxydocs.com/UEIC and through the "Investor Relations" section of our website, www.uei.com.

[•], 2026

Scottsdale, Arizona

UNIVERSAL ELECTRONICS INC.

15147 N. Scottsdale Road, Suite H300

Scottsdale, Arizona 85254

PROXY OVERVIEW

This Proxy Statement contains information concerning our Annual Meeting of Stockholders (the "2026 Annual Meeting") to be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026, at [a/p].m. local time in Scottsdale, Arizona, and at any adjournments or postponements thereof. Holders of the Company's common stock at the close of business on [•], 2026 (the "Record Date") may vote their shares at the 2026 Annual Meeting. Each share owned on the record date is entitled to one vote. At the close of business on the Record Date, [•] shares of common stock were outstanding.

Your proxy for the meeting is being solicited by our Board of Directors (the "Board"). This Proxy Statement and our Annual Report on Form 10-Kare being mailed to stockholders beginning on or about [•], 2026.

At the 2026 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting provided with this Proxy Statement, including the following:

In addition, management will respond to questions from stockholders, if any. We are not aware of any other matters that will be brought before the 2026 Annual Meeting for action.

Corporate Governance Highlights

The Board and management have recognized for many years the need for sound corporate governance practices in fulfilling their duties and responsibilities to our stockholders. Included below are certain corporate governance highlights as of the date of this Proxy Statement, including policies we have implemented and other notable governance achievements.

1

Director Nominees and Board Summary

You are being asked to vote on the election of the following director nominees. Summary biographical information and the committee memberships and leaderships of the director nominees are set forth below. Ages referenced below are as of the Record Date. See "Proposal 1 - Election of Directors" for additional information about the director nominees.

Director nominees:

 Chair   Member

2

ABOUT THE MEETING AND VOTING

How do I vote?

Most stockholders have a choice of voting on the Internet, by telephone, by mail, or in person at the 2026 Annual Meeting.

Voting on the Internet or by Telephone. If you are a registered holder of our common stock, detailed instructions for Internet and telephone voting are attached to your proxy card. Your Internet or telephone vote authorizes the proxy holders to vote your shares in the same manner as if you signed and returned your proxy card by mail. If you are a registered holder of our common stock and you vote on the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on [•], 2026.

If you hold shares of our common stock in "street name," you may be able to vote on the Internet or by telephone as permitted by your broker, bank or other nominee. Please follow any procedures provided to you by your broker, bank or other nominee.

Voting by Mail. If you are a registered holder of our common stock (i.e., your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A.), you may vote by signing, dating and returning your proxy card in the enclosed prepaid envelope. The proxy holders will vote your shares in accordance with your directions. If you sign and return your proxy card, but do not properly direct how your shares should be voted on a proposal, the proxy holders will vote your shares "FOR" each of the nominees named in Proposal 1 and "FOR" each of Proposals 2, 3, 4 and 5. In addition, the proxy holders will vote your shares according to their discretion on any other proposals and other matters that may be brought before the 2026 Annual Meeting.

If you hold shares of our common stock in "street name" (i.e., your shares are held in a brokerage account or by a bank or other nominee, and registered with our transfer agent in the name of your broker, bank or other nominee), you should complete, sign and date the voting instruction card, or follow any alternative procedures, provided to you by your broker, bank or other nominee.

Voting in Person. All stockholders may vote in person at the 2026 Annual Meeting. Registered holders of our common stock may also be represented by another person present at the 2026 Annual Meeting by signing a proxy designating such person to act on their behalf.

If you hold shares of our common stock in "street name," you may vote in person at the 2026 Annual Meeting only if you have obtained a signed proxy from your broker, bank or other nominee authorizing you to vote your shares.

Participants in Retirement, Savings or other Similar Plan. If you participate in a retirement, savings or other similar plan in which you own shares of our common stock, the plan's independent trustee will vote all plan shares in proportion to all of the instructions your trustee receives with respect to the plan shares. Please follow any procedures provided to you by your trustee in order to vote your plan shares. You are not able to vote plan shares in person at the 2026 Annual Meeting.

What happens if I hold shares in "street name" and I do not give voting instructions?

If you hold shares in "street name" and do not provide your broker, bank or other nominee with specific voting instructions your broker may generally vote on routine matters but cannot vote on non-routinematters. Proposals 1, 2, 3 and 4 are each considered non-routinematters. Therefore, if you do not instruct your broker how to vote on any of Proposals 1, 2, 3 or 4, your broker does not have authority and will not vote your shares on such proposals. This is generally referred to as a "broker non-vote."Proposal 5 is considered a routine matter and, therefore, no broker non-votesare expected for that proposal. In tabulating the voting result for any particular proposal, shares that constitute broker non-votesare not considered entitled to vote on that proposal.

Who tabulates the vote?

Representatives of BetaNXT, Inc. will tabulate the votes for the 2026 Annual Meeting.

3

What constitutes a quorum for the annual meeting?

A "quorum" of stockholders is necessary for us to hold a valid annual meeting. For a quorum, there must be a majority of the outstanding shares entitled to vote present in person or represented by proxy, or by use of communications equipment. Abstentions, withhold votes and broker non-votesare counted for the purpose of determining the presence of a quorum.

What vote is required to approve each proposal?

Election of Directors (Proposal 1).To be elected as a director, a nominee must receive the affirmative vote of a plurality of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Under the plurality voting standard, the five nominees receiving the most "FOR" votes will be elected. Broker non-votesand withholding authority to vote your shares with respect to one or more director nominees will have no effect on this proposal. You may vote "FOR" or "WITHHOLD" on each of the director nominees.

Adoption and Approval of an Amendment to the Certificate of Incorporation to Declassify the Company's Board of Directors (Proposal 2). The adoption of an amendment to the Certificate of Incorporation to declassify the Board requires the affirmative vote of the majority of the outstanding shares entitled to vote thereon. Abstentions and broker non-voteswith respect to this proposal will have the effect of a vote against this proposal. You may vote "FOR," "AGAINST" OR "ABSTAIN" on this proposal.

Adoption and Approval of the Amended and Restated 2018 Equity and Incentive Compensation Plan (Proposal 3). The adoption and approval of the amendment and restatement of our Amended and Restated 2018 Equity and Incentive Compensation Plan requires the affirmative vote of the majority of the shares present or represented by proxy at the 2026 Annual Meeting and entitled to vote on this proposal. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Broker non-votesare not considered entitled to vote and, as a result, broker non-voteswill have no effect on this proposal. You may vote "FOR," "AGAINST" OR "ABSTAIN" on this proposal.

Approval, on a Non-BindingAdvisory Basis, of the Compensation of Our Named Executive Officers (Proposal 4). The approval, on a non-bindingadvisory basis, of the compensation of our named executive officers is advisory and is not binding on the Company or the Board. However, the Compensation Committee will consider the affirmative vote of a majority of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Broker non-votesare not considered entitled to vote and, as a result, broker non-voteswill have no effect on this proposal. You may vote "FOR," "AGAINST" OR "ABSTAIN" on this proposal.

Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 5). The ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our auditors for the year ending December 31, 2026 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of votes against. Because this proposal is considered a "routine" matter, there will be no broker non-voteswith respect to this matter. You may vote "FOR," "AGAINST" OR "ABSTAIN" on this proposal.

4

Can I revoke or change my vote after I submit my proxy?

If you are a registered holder of our common stock, you may revoke or change your vote at any time before the proxy card is voted, by sending either a written notice of revocation or a duly executed proxy bearing a later date to our transfer agent. If you attend the 2026 Annual Meeting in person, you may ask the inspector of elections to suspend your proxy holder's power to vote, and you may submit another proxy or vote by ballot. Your attendance at the meeting will not by itself revoke a previously granted proxy. Any written notice revoking a proxy should be sent to our Secretary, Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254 and must be received no later than the close of business on [•], 2026. If your shares are held in "street name" or you are a member of a retirement, savings or other similar plan, please check your voting instruction card or contact your broker, bank or other nominee to determine whether you will be able to revoke or change your vote.

How can I attend the annual meeting?

You are entitled to attend the 2026 Annual Meeting only if you were a stockholder at the close of business on [•], 2026, the Record Date. If shares of our common stock are registered in your name, we will ask you to present evidence of stock ownership and valid photo identification, such as a valid driver's license or passport, to enter the 2026 Annual Meeting. If you hold your stock in "street name," we will ask you to provide proof of beneficial ownership as of the Record Date, such as a bank or brokerage account statement showing ownership on [•], 2026, a copy of the voting instruction card provided by your broker, bank or other nominee, or similar evidence of ownership.

Who pays the costs of this proxy solicitation?

We will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional materials furnished to stockholders.

Copies of proxy solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners. In addition, we may reimburse such persons for their cost of forwarding the solicitation materials to such beneficial owners. Our officers and other employees may also solicit the return of proxies. Proxies may be solicited by personal contact, mail, telephone and electronic means.

What is "householding" of proxy materials, and can it save the Company money?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. Although we do not household for holders of common stock registered in their names, a number of brokerage firms have instituted householding for shares held in "street name," delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you are receiving multiple copies of the annual report and proxy statement and wish to receive only one, please notify your broker.

Is this Proxy Statement and the Annual Report on Form 10-Kavailable on the Internet?

Yes. This Proxy Statement and our Annual Report on Form 10-Kfor the year ended December 31, 2025 are available online at www.proxydocs.com/UEIC and through the "Investor Relations" section of our website, www.uei.com.

5

Proposal 1-Election of Directors 

Pursuant to our Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") the Board is currently divided into two classes, designated as Class I and Class II. Class I consists only of directors who are also employees of the Company and serve for one-yearterms. Class II consists only of directors who are not employees of the Company and serve for two-yearterms. There are currently no Class I directors on the Board. Five Class II directors will be elected at the 2026 Annual Meeting to serve for two-yearterms.

At the 2026 Annual Meeting, we are asking our stockholders to approve an amendment to our Certificate of Incorporation to declassify the Board. See "Proposal 2-Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company's Board of Directors." If the proposed amendment to the Certificate of Incorporation is approved, then starting with the 2027 annual meeting of stockholders, all directors will be elected annually.

The following table sets forth certain information regarding each of the director nominees Ages listed are as of the Record Date. There are no family relationships among any of our directors or executive officers.

Nominees for Election at the 2026 Annual Meeting

Director Background

6

7

8

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE CLASS II DIRECTOR NOMINEES SET FORTH ABOVE.

9

Outside Board Service

We understand that the policy of ISS Proxy Advisory Services ("ISS") is to recommend a "Withhold" vote for directors who serve on more than two public boards, while also serving as a Chief Executive Officer of a publicly traded company, which ISS refers to as being "overboarded." We understand that ISS allows for an exception to its Chief Executive Officer-related "overboarded" rule when a director's service on a board is integral to their duties as Chief Executive Officer. Mr. Singer serves on the board of Immersion Corporation (Immersion), where Mr. Singer is also Chief Executive Officer. In addition to Mr. Singer's service on Immersion's board and on the Company's Board, he serves on the board of two other publicly traded companies, A10 Networks, Inc. (A10) and Barnes & Noble Education, Inc. (BNED).

We believe Mr. Singer falls within the ISS exception to its Chief Executive Officer-related "overboarded" policy, because Mr. Singer's service on the Company's Board, BNED's board and Immersion's board is directly tied to his Chief Executive Officer responsibilities at Immersion. Immersion is the largest stockholder of both the Company and BNED, and holds a material financial interest in those companies relative to Immersion's balance sheet. Specifically, Immersion owns approximately [12.1]% of UEI's outstanding shares, making Mr. Singer's board role at UEI a critical component of his role and responsibilities as Chief Executive Officer of Immersion. Similarly, with respect to BNED, Immersion owns approximately 32.9% of the outstanding shares of BNED and is required to consolidate its financial results with BNED. Mr. Singer's role as a director of BNED is therefore essential to providing oversight of a business, the performance of which has a direct and material impact on Immersion's financial results. In both cases, Mr. Singer's service on the board of UEI and BNED is not separate from, but rather a key component of, his responsibilities as Chief Executive Officer of Immersion. As such, we believe this is a compelling case for ISS to grant an exception to its "overboarded" policy with respect to Mr. Singer's board service at UEI, Immersion, BNED and A10.

In 2025, Mr. Singer attended 100% of meetings of the Company's Board and the committees upon which he serves, and he continues to dedicate significant time to the Company.

When considering whether to recommend the nomination of Mr. Singer to the Company's Board, the Corporate Governance, Sustainability and Nominating Committee and the Board took into account the factors discussed above, and believes that Mr. Singer is subject to the ISS exception and should be elected to the Board.

Board Leadership Structure

We believe that our current board structure is effective in supporting strong board leadership. Since May 2025, the Chief Executive Officer and Chairman positions have been held separately. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer of the Company in any way that is in the best interests of the Company and the stockholders at a given point in time. The Board believes that the decision as to who should serve as Chairman of the Board and Chief Executive Officer, and whether these offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating that such positions be separate. The Company currently separates the roles of Chief Executive Officer and Chairman of the Board. Mr. Singer, an independent director, currently serves as Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting the strategic direction for the Company and for the day-to-dayleadership and performance of the Company, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board. The Board has full access to our management team at all times. The independent directors who chair the Company's Audit, Compensation, Nominating and Corporate Governance, and Operational Review Committees also provide leadership to the Board in their assigned areas of responsibility. In addition, the Board or any committee may retain, at such times and on such terms as determined by the Board or committee in its sole discretion, independent legal, financial and other consultants and advisors to advise and assist the Board or committee in discharging its oversight responsibilities. The Board believes that the independent governance of the Board is safeguarded through:

11

The Company will continue to review its board structure to ensure that it is in the best position to deliver value to its stockholders, key stakeholders and the communities in which the Company operates.

Risk Management

Management is responsible for assessing and managing UEI's exposure to various risks while the Board has responsibility for the oversight of risk management. Management has an enterprise risk management process to identify, assess and manage the most significant risks facing UEI, including financial, strategic, operational, litigation, compliance and reputational risks.

The Audit Committee has oversight responsibility to review management's risk management process, including the policies and guidelines used by management to identify, assess and manage UEI's exposure to risk, including cybersecurity risks. The Audit Committee also has oversight responsibility for financial risks. The Board has oversight responsibility for all other risks. Management reviews financial risks with the Audit Committee at least quarterly and reviews its risk management process with the Audit Committee on an ongoing basis. Management reviews various significant risks with the Board throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with the Board on an annual basis.

Our internal auditor (the "Internal Auditor") has direct access and accountability to the Audit Committee and is responsible for leading the formal risk assessment and management process within the Company. The Internal Auditor, through consultation with the Company's senior management, periodically assesses the major risks facing the Company and works with those executives responsible for managing each specific risk. The Internal Auditor periodically, no less than quarterly, reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Internal Auditor's risk management report, which is provided in advance of the regularly scheduled Audit Committee meetings, is reviewed by the entire Audit Committee. The executive responsible for managing a particular risk may also report to the Audit Committee or full Board on how the risk is being managed and mitigated. Throughout the year, the Chair of the Audit Committee provides the Internal Auditor with performance and development-based feedback.

Management's role to identify, assess and manage risk, and the Board's role in risk oversight, have been well defined for many years. The Board's role in risk oversight has had no significant effect on the Board's leadership structure. We believe that the Board's leadership structure after Mr. Arling's departure, with the separation of the Chairman and Chief Executive Officer positions and with Mr. Singer serving as our Board Chairman, enhances the Board's effectiveness in risk oversight.

In addition, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, the Compensation Committee oversees the risks associated with the Company's compensation practices, including a periodic review of the Company's compensation policies and practices for its employees. The Company has determined that its compensation policies do not pose any risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance, Sustainability and Nominating Committee oversees the risks associated with the Company's overall governance and its succession planning process.

12

Communications with Directors

Stockholders and other interested parties may communicate with members of the Board, the Chairman, committee chairs or the independent directors as a group by regular mail. Any communication by regular mail should be sent to Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, to the attention of the applicable director or directors with a copy to the Secretary.

Board and Committee Self-Assessments

The Board, through its Corporate Governance, Sustainability and Nominating Committee periodically decides whether to conduct self-assessments of the Board and its various committees, to assist in determining whether the Board and its committees are functioning effectively.

Board Committee Charters and Other Corporate Governance Materials

The Board has adopted written charters for the (i) Audit Committee, (ii) Compensation Committee, (iii) Corporate Governance, Sustainability and Nominating Committee, and (iv) Operational Review Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. You may access all committee charters, our Code of Conduct, our Corporate Governance Guidelines, our Director Independence Standards, and other corporate governance materials through the "Investor Relations" section of our website, www.uei.com.

Board Structure and Committee Membership

Board Composition

As of the date of this Proxy Statement, we currently have seven directors, all of whom are Class II Directors, of which five directors are up for election at the 2026 Annual Meeting. A Class I Director is a director who is also an employee of the Company and is elected each year at the annual meeting of stockholders to serve a one-yearterm and a Class II Director is a director who is not an employee and is elected every even-numbered year at the annual meeting of stockholders to serve a two-yearterm.

Board of Directors Meetings Held During 2025

During 2025, the Board formally met 14 times and acted 7 times by unanimous written consent. Each director is expected to attend each meeting of the Board and those committees on which he or she serves. During 2025, no director attended less than 75% of the aggregate of all Board meetings and meetings of committees on which the director served. We do not require our independent outside directors to attend our annual meetings. However, all of our directors attended our 2025 annual meeting of stockholders in person or via videoconference.

13

Role of Primary Board Committees

The Board has four standing committees - (i) Audit, (ii) Compensation, (iii) Corporate Governance, Sustainability and Nominating and (iv) Operational Review. Each committee is composed entirely of independent directors, as determined by the Board in accordance with applicable Nasdaq listing standards and the Board's Director Independence Standards. In addition, Audit Committee and Compensation Committee members meet additional heightened independence criteria applicable to Audit Committee and Compensation Committee members under applicable Nasdaq and Securities and Exchange Commission (the "SEC") independence requirements. The table below provides information about the membership of the committees as of the date of this Proxy Statement and the number of meetings held in 2025.

Audit Committee

The Audit Committee is primarily concerned with the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualification, and performance of the independent registered public accounting firm and the performance of our Internal Auditor. The Audit Committee's functions include:

14

The independent registered public accountants and the Internal Auditor each have unrestricted access to the Audit Committee, and the members of the Audit Committee have unrestricted access to each of the independent registered public accountants and the Internal Auditor.

All of the Audit Committee members are financially literate. The Board has determined that Mr. Mutch is qualified as an "audit committee financial expert" within the meaning of applicable SEC regulations. The Audit Committee met six (6) times during 2025.

Audit Committee Report

The Audit Committee reviews our financial reporting process on behalf of the Board and while management has the primary responsibility for the financial statements and the reporting process, our independent registered public accountants are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States, in all material respects.

In this context, the Audit Committee hereby reports as follows:

Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that our audited financial statements for the year ended December 31, 2025, as presented to the Audit Committee, be included in our Annual Report on Form 10-Kfor the year ended December 31, 2025 as filed with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.

15

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities relating to the compensation of the chief executive officer and other executive officers (including "NEOs" as such term is defined below in the "Executive Compensation").Among other things, the Compensation Committee:

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee met eight (8) times during 2025.

Corporate Governance, Sustainability and Nominating Committee

The Corporate Governance, Sustainability and Nominating Committee assists the Board in identifying qualified individuals to become board and committee members, considers matters of corporate governance and assists the Board in evaluating the Board's effectiveness. Among other things, the Corporate Governance, Sustainability and Nominating Committee:

16

The Corporate Governance, Sustainability and Nominating Committee will consider director candidates recommended by our stockholders. Stockholders recommending candidates for consideration by the Corporate Governance, Sustainability and Nominating Committee should send their recommendations to our Secretary at Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254. The recommendation must include the candidate's name, biographical data and qualifications.

Any such recommendation should be accompanied by:

The Corporate Governance, Sustainability and Nominating Committee will evaluate director candidates recommended by stockholders, if any, based on the same criteria used to evaluate candidates from other sources. The Corporate Governance, Sustainability and Nominating Committee may employ professional search firms (for which we would pay a fee) to assist in identifying potential Board members with the desired skills and disciplines. The Corporate Governance, Sustainability and Nominating Committee met one (1) time during 2025.

Operational Review Committee

The Operational Review Committee provides strategic and tactical oversight, assistance and guidance to management. Among other things, the Operational Review Committee:

17

Board Composition and Diversity

The Company does not maintain a formal diversity policy for Board membership; however, the Board believes that the directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities, and as such is committed to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. The Board recognizes that it is through this diversity, not only in background and experience, which the Board defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, and personal characteristics (including age, gender and race/ethnicity) that will help ensure that the Board best performs its oversight function and more completely represents the diversity of the Company's stockholders, associates, customers, and the communities in which we operate.

Notwithstanding this belief, in carrying out its duties of reviewing the composition of our Board, the Corporate Governance, Sustainability and Nominating Committee has developed specific selection criteria that it employs to assist in identifying candidates for potential admission to the Board. These criteria include, among other things, candidates possessing:

In addition, each director is required to notify the Chair of the Corporate Governance, Sustainability and Nominating Committee upon a change in principal professional responsibilities. The Corporate Governance, Sustainability and Nominating Committee may consider such change of status in recommending to the Board whether the director should continue serving as a member of the Board. The Board encourages, and we will reimburse the costs associated with, directors participating in continuing director education. The Board believes that term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into our business and therefore can provide a significant contribution to the Board.

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Non-EmployeeDirector Compensation

We compete primarily with technology companies in attracting and retaining our non-employeedirectors. The advice of our non-employeedirectors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our non-employeedirectors have been up for re-election,our stockholders have recognized their value by overwhelmingly approving their re-election.

Consistent with this technology industry context, the Board has long held the belief that its compensation for serving as a member of the Board should be closely tied to the interests of our stockholders; thus a significant portion of the non-employeedirectors' compensation is in equity. During 2024, the Compensation Committee completed a non-employeedirectors' compensation study. It focused on the Company's Peer Group consisting of companies in the Electronic Equipment and Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see "Executive Compensation-Peer Group" for details of the Peer Group). The Compensation Committee also considered recent developments in law, corporate governance, stockholder activism and pay practices regarding board compensation programs generally,

18

compensation trends and best practices, competitive pay levels, stockholder view of non-employeedirector compensation practices, effects of recent legal interpretations, and proxy disclosure. Based upon this study, no changes were made to cash compensation during 2024 or 2025. However, during 2024, the annual equity award was modified from an award of a fixed number of shares to an award with a grant date value equal to $125,000. In addition, the vesting of equity awards was changed from quarterly ratable vesting during each fiscal year to vesting in full upon the earlier of one year or the next year's annual meeting of stockholders.

Based upon this study and the conclusions reached by the Compensation Committee, the non-employeedirectors' annual compensation for 2025 was as follows:

Director Compensation Table During 2025

19

All directors are reimbursed for travel expenses and other out-of-pocketcosts incurred to attend meetings.

Additional Information about Fees Earned or Paid in Cash During 2025

The following table provides additional information about fees earned or paid in cash to non-employeedirectors during 2025:

20

Additional Information about Director Equity Awards

The following table provides additional information about equity awards made to non-employeedirectors during 2025 and outstanding awards at the end of the year:

21

Director Stock Ownership Guidelines

In March 2026, the Board adopted updated stock ownership guidelines applicable to the Company's directors.

The Company's stock ownership guidelines provide that each of our directors are expected to own at least $250,000 worth of our common stock, with directors having five years from the later of (i) the date they join the Board or (ii) the date such guidelines were adopted by the Board to meet the guidelines. These guidelines are designed to align the directors' long-term financial interests with those of our stockholders. Each of the directors have until March 2031 to comply with the guidelines. As of December 31, 2025, of the three directors currently on the Board who have served in such role for at least five years, Mr. Chahil and Mr. Mulligan held at least $250,000 worth of our common stock when taking into account their respective shares held in trust, while Ms. Hamilton did not own at least $250,000 worth of our common stock, primarily due to the recent decline in our share price. Mr. Singer, Mr. Burger, Mr. Mutch and Mr. Pontual each have served as directors for less than five years.

For the purposes of meeting this minimum stock ownership requirement, each time-based restricted stock unit (vested or unvested) is considered as a share of common stock. Outstanding stock options (vested and unvested) and unvested performance-based restricted stock units are not considered towards meeting this requirement.

Anti-Pledging and Hedging Policies 

The Company has an anti-pledging policy prohibiting all directors and executive officers of the Company from pledging any such stock as collateral for any loan or holding Company stock in an account that has margin debt. Hedging the Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the Company's insider trading policy.

Non-DirectorExecutive Officers

The following sets forth certain information regarding each of the executive officers of the Company. Ages listed are as of the Record Date:

RICHARD K. CARNIFAX, 39, has served as our Interim Chief Executive Officer since July 2025 and Chief Operating Officer since February 2023. He joined us in May 2020 as Vice President, Global Supply Chain and in July 2022, he was promoted to Vice President, Operations. Prior to joining us, from March 2019 until May 2020, Mr. Carnifax was the Chief Operating Officer at Cast Nylons, a privately held manufacturer and distributor of cast nylon stock shapes and custom cast parts, and was Vice President, Operations at Cast Nylons from November 2017 until March 2019. From November 2015 until September 2017, he held various operational roles at Air Enterprises, a privately held manufacturer of specialty air handling equipment. Prior to joining Air Enterprises, Mr. Carnifax spent four years scheduling and planning materials for Howden, a provider of high-quality air and gas handling products and services to the power, oil and gas, mining and petrochemical industries. Mr. Carnifax holds a Bachelor of Arts in Political Science and a Master of Arts in International Relations/Business from the University of Akron.

WADE M. JENKE, 42, has served our Chief Financial Officer since December 2025. As Chief Financial Officer, Mr. Jenke is responsible for UEI's financial, accounting, treasury, and investor relations functions, and implements financial strategies that support UEI's growth and profitability initiatives. Prior to joining us, Mr. Jenke served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (Nasdaq: ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, he served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, he served as HES Inc.'s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his Bachelor of Science and Master of Business Administration from Arizona State University, is a Certified Public Accountant in the State of Arizona, has a Project Management Professional certification, and is a Six Sigma Black Belt.

22

RAMZI S. AMMARI, 60, has served as our Senior Vice President, Corporate Planning and Strategy since 2015. He joined us in June 1997 as a Project Manager and served as our Director of Corporate Planning and Development from 1998 until 2001, as our Sr. Director, Product Management and Marketing from 2001 until 2003, as our VP, Product Development from 2003 until 2010, as our SVP, Global Product Planning from 2010 until 2013 and as our SVP, Product Planning and Strategy from 2013 until 2015. He has global responsibility for the Company's technology innovation roadmap; driving new product initiatives; directing and implementing strategic partnerships, joint ventures and acquisitions; and recommending new avenues for business creation. Prior to joining us, Mr. Ammari worked at Mitsubishi Consumer Electronics of America for four years as Business Planning Manager where he was responsible for introducing the first flat-screen plasma display panel television for the North America market. He received his Bachelor of Science, Engineering degree and a Master of Business Administration from University of California, Irvine.

23

Proposal 2-Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company's Board of Directors

Background

The Certificate of Incorporation currently divides the Board into two classes, designated as Class I and Class II. Class I consists only of directors who are also employees of the Company and serve for one-yearterms. Class II consists only of directors who are not employees of the Company and serve for two-yearterms. At the 2026 Annual Meeting, we are asking stockholders to approve and adopt a proposal to amend the Certificate of Incorporation to declassify the Board (the "Charter Amendment").

If stockholders approve and adopt the Charter Amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to file shortly after the 2026 Annual Meeting. The Charter Amendment proposal is not contingent upon the approval of any other proposal submitted at the 2026 Annual Meeting.

The description of the Charter Amendment is qualified in its entirety by reference to the text of the proposed revisions, which is set forth in Appendix A of this Proxy Statement.

Reasons for Charter Amendment

The Corporate Governance, Sustainability and Nominating Committee and the Board periodically considers the Company's corporate governance practices and structures. As such, our Corporate Governance, Sustainability and Nominating Committee and the Board have, from time to time, reviewed our classified board structure.

After careful consideration, the Board determined by unanimous written consent on March 26, 2026, subject to stockholder approval, that it was in the best interests of the Company and its stockholders to declassify the Board effective at the 2026 Annual Meeting and approved the Charter Amendment.

In making this decision, the Board considered that many public companies have taken action to declassify their boards of directors. The Board further weighed the merits of both a classified board and an annually-elected board. In conducting its evaluation, the Board considered the advantages of a classified board structure, such as promoting board stability and continuity, providing a greater opportunity to protect the interests of stockholders in the event of an unsolicited takeover offer or proxy contest and reinforcing a commitment to long-term perspectives and value creation for our stockholders. The Board also considered, however, the corporate governance trend towards annual elections of directors, as this may increase directors' accountability to stockholders because such a structure does enable a stockholders to express a view on each director's performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies.

Effect of Charter Amendment

If the Charter Amendment is approved and adopted by our stockholders, the Certificate of Incorporation will be amended as set forth on Appendix A to this Proxy Statement.

Specifically, if the Charter Amendment is approved and adopted, all of our directors would thereby be elected to serve one-yearterms beginning with our 2027 annual meeting of stockholders, and any successor who is nominated by the Board to serve as director, and any other individual(s) nominated by the Board to serve as a director would stand for election to serve a one-yearterm. In all cases, each director shall hold office until such director's successor is duly elected and qualified or until such director's earlier resignation, removal, death or incapacity. Any director elected to fill a vacancy of the Board will be elected to serve until the next annual meeting of stockholders.

If the Charter Amendment is approved and adopted, all directors shall have terms expiring at the next annual meeting of stockholders, including Class II directors elected at the 2026 Annual Meeting. As a result, assuming the Charter Amendment proposal is approved by the requisite stockholders and the Charter Amendment is filed with the Secretary of State of the State of Delaware, the Board will be completely declassified and all directors will be elected annually beginning with the 2027 annual meeting of stockholders.

24

Impact if Charter Amendment is Not Adopted

If the Charter Amendment is not approved and adopted by our stockholders, our Certificate of Incorporation will not be amended as set forth above and the Board will continue to be classified into two classes, designated as Class I and Class II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND ADOPTION OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

25

Proposal 3 - Adoption and Approval of the Amended and Restated 2018 Equity and Incentive Compensation Plan

Background

At the 2026 Annual Meeting, we are asking stockholders to approve the adoption of the amendment and restatement of the Company's Amended and Restated 2018 Equity and Incentive Compensation Plan (the "2018 Plan") (such plan after the amendment and restatement contemplated by this Proxy Statement will continue to be called the "Amended and Restated 2018 Equity and Incentive Compensation Plan" and, as amended is referred to in this proposal as the "Restated Plan"). The purpose of amending and restating the 2018 Plan is (a) to increase the number of shares of common stock available for issuance under the 2018 Plan by 375,000 shares, (b) to extend the term of the 2018 Plan, and (c) to incorporate other amendments to the 2018 Plan consistent with current compensation and governance best practices.

At the 2018 annual meeting of stockholders held on June 4, 2018, the stockholders adopted and approved the 2018 Plan, and at the 2021 annual meeting of stockholders held on June 8, 2021, the stockholders adopted and approved an amendment to the 2018 Plan. At the 2024 annual meeting of stockholders held on June 11, 2024, the stockholders adopted and approved an amendment and restatement of the 2018 Plan. On March 26, 2026, acting on the recommendation of the Compensation Committee, the Board unanimously adopted and approved, subject to approval by the stockholders, a further amendment and restatement of the 2018 Plan, to permit the Company to continue to use stock-based compensation to align stockholder and participant interests to the Company.

The Restated Plan allows grants of stock options (including stock options intended to qualify as incentive stock options ("incentive stock options") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and stock options not intended to qualify as incentive stock options ("nonqualified stock options" and together, "options")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), other stock-based awards and cash-based awards (collectively, "awards"), any of which may be performance-based (performance-based restricted stock units are referred to herein as "PSUs").

Summary of Material Changes from the 2018 Plan

The Restated Plan includes the following amendments which reflect our commitment to effective management of incentive compensation and are described more fully under the heading "Summary of the Restated Plan":

26

Why You Should Vote For the Restated Plan

The Board recommends that the Company's stockholders approve the Restated Plan because the ability to grant equity-based awards is crucial to effectively competing for, retaining and motivating key talent. By providing participants with a stake in the Company's success through stock ownership and other equity incentives, the Restated Plan aligns participant and stockholder interests, improves financial performance and strengthens the Company's ability to attract, motivate and retain employees, officers, non-employeedirectors, consultants and advisors.

Without the additional 375,000 shares, the Board believes that the current share pool (137,964 shares available for grant as of March 17, 2026) would be exhausted prior to December 31, 2026. The Board also believes that, absent merger and acquisition activity, the required hiring of a senior officer or other extraordinary events, the additional shares should be sufficient for the Company to offer equity awards in line with our historical grant practices for approximately one year.

Promotion of Good Corporate Governance Practices

The Board believes the use of stock-based incentive awards promotes best practices in corporate governance by maximizing stockholder value. Specific features of the Restated Plan that are consistent with good corporate governance practices include, but are not limited to:

27

Key Data

The following table includes information regarding (a) all of the Company's outstanding equity awards (consisting only of options, RSUs and PSUs) and (ii) shares available for future awards under the 2018 Plan, each as of March 17, 2026 (and without giving effect to the additional 375,000 shares requested in connection with the approval of the Restated Plan):

Overhang. The total shares of common stock subject to outstanding awards as of March 17, 2026 (1,943,163 shares), plus the shares of common stock currently available for issuance under the 2018 Plan (137,964 shares), represent a total current overhang of 2,081,127 shares (16.5%), and together with the additional 375,000 shares requested under the Restated Plan, would represent a total overhang percentage of approximately [___]% (in other words, the maximum potential straight dilution of our stockholders represented by of the Restated Plan).

Burn Rate. In 2025, 2024 and 2023, we granted awards under the 2018 Plan covering 1,391,668, 506,917 and 575,580 shares of common stock, respectively. Based on our basic weighted average shares of common stock outstanding for those three years of 13,172,000, 12,959,000, and 12,855,000, respectively, for the three-year period 2023-2025, our average yearly burn rate under the 2018 Plan, not taking into account forfeitures, was 6.3% (our individual years' burn rates were 10.6% for 2025, 3.9% for 2024 and 4.5% for 2023).

Market Value. Based on the closing price of a share of the Company's common stock on March 17, 2026 of $4.23, the aggregate market value as of March 17, 2026 of the new 375,000 shares of common stock requested under the Restated Plan was $1,586,250.

Plan Summary

The following summary of the material terms of the Restated Plan is qualified in its entirety by reference to the complete statement of the Restated Plan, which is set forth in Appendix B of this Proxy Statement. The Restated Plan will become effective upon approval by the Company's stockholders.

Purpose. The purpose of the Restated Plan is to provide a means through which the Company may attract and retain key personnel and to provide a means whereby non-employeedirectors, officers, employees, consultants and advisors of the Company and its subsidiaries (the "Company Group") can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the shares of common stock.

28

Eligibility. Non-employeedirectors, executive and non-executiveofficers, employees, consultants and advisors of the Company Group will be eligible for awards; provided, that, incentive stock options may be granted only to employees. A written agreement between the Company and each participant will evidence the terms of each award granted under the Restated Plan. As of March 17, 2026, there were seven non-employeedirectors, three executive officers, 170 other employees, no consultants and no other advisors eligible to receive awards.

Number of Shares Authorized; Limitations. The aggregate number of shares of common stock that may be issued as awards under the Restated Plan is 3,100,000 shares, plus the number of shares underlying any award granted under any of the Prior Plans that expires, terminates or is canceled or forfeited for any reason or settled in cash, plus the 375,000 additional shares approved by the Board subject to and effective upon stockholder approval pursuant to this proposal. The "Prior Plans" include the Universal Electronics Inc. 2014 Stock Incentive Plan, the Universal Electronics Inc. 2010 Stock Incentive Plan, the Universal Electronics Inc. 2006 Stock Incentive Plan, the Universal Electronics Inc. 2003 Stock Incentive Plan, and the Universal Electronics Inc. 1999A Nonqualified Stock Plan (collectively, the "Prior Plans").

Shares used to pay the required exercise price, or shares not issued in connection with settlement of an option or SAR, shares that are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of an option, and shares that are used or withheld to satisfy tax obligations of the participant will not be available again for other awards under the Restated Plan. If any award granted under the Restated Plan expires unexercised, is canceled, forfeited, settled in cash or unearned, shares of common stock subject to such award will again be made available for future grants. If a participant elects to give up the right to receive compensation in exchange for shares of common stock based on fair market value, such shares of common stock will be available again for awards under the Restated Plan.

Non-EmployeeDirector Compensation Limit. The maximum number of shares subject to awards granted under the Restated Plan during any one calendar year to any non-employeedirector, taken together with any cash fees paid by the Company to such non-employeedirector during such calendar year for service on the Board (other than the calendar year in which a non-employeedirector commences service on the Board), will not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes).

Minimum Vesting Requirement. In general, awards granted under the Restated Plan (other than cash-based awards) will vest no earlier than the first anniversary of the applicable date of grant; provided, that the following awards shall not be subject to such minimum vesting requirement: any (a) awards granted in connection with awards that are assumed, converted or substituted as provided under the Restated Plan, (b) shares of common stock delivered in lieu of fully vested cash obligations, (c) awards to non-employeedirectors that vest on the earlier of the one-yearanniversary of the applicable date of grant and the next annual meeting of the stockholders which is at least 50 weeks after the immediately preceding year's annual meeting of the stockholders, (d) additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance. This minimum vesting provision shall not preclude the Compensation Committee from (x) providing for continued vesting or accelerated vesting for any award upon certain events, including, without limitation, in connection with or following a participant's death, disability, or a change in control, or (y) exercising its authority to amend any terms of, or alter, suspend, discontinue, cancel or terminate any award as provided in the Restated Plan. Following the grant date of an award, the Compensation Committee shall not accelerate the vesting or exercisability of all or any portion of an award, unless (i) in connection with a change in control or a participant's death or disability, (ii) explicitly provided under the terms of an award agreement, or (iii) explicitly provided under the terms of an employment or service agreement with a participant.

Administration.The Plan shall be administered by our Board or by a committee acting appointed by the Board, including our Compensation Committee. Among other responsibilities, the Compensation Committee will select participants and determine the type of awards to be granted to participants, the number of shares of common stock to be covered by awards and the terms and conditions of awards, interpret the Restated Plan and awards granted thereunder, establish, amend, suspend or waive rules and may accelerate the vesting or exercisability of, or the lapse of restrictions on, awards, and make any other determination and take any other action that it deems necessary or desirable to administer the Restated Plan. Our Board or the Compensation Committee may authorize one or more of our officers to designate employees (other than Section 16 officers) to receive awards under the Restated Plan and determine the size of any such awards.

29

Amendment or Termination. The Restated Plan will expire and terminate ten (10) years following approval of the Restated Plan by our stockholders pursuant to this proposal, or earlier termination by the Board; provided, however, that such expiration shall not affect awards then outstanding, and the terms and conditions of the Restated Plan shall continue to apply to all such awards. The Board may amend or terminate the Restated Plan at any time; provided, that, no such amendment or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Restated Plan and that any such amendment or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award granted will not to that extent be effective without the consent of the affected participant, holder or beneficiary.

Options. The Compensation Committee may, in its discretion, grant incentive stock options and nonqualified stock options to participants. Non-employeedirectors, officers, employees, consultants and advisors may be granted nonqualified stock options, but only employees may be granted incentive stock options. The number of shares which may be issued under the Restated Plan pursuant to the exercise of tax-qualifiedincentive stock options may not exceed 3,750,000. Subject to certain limited exceptions, the exercise price of an incentive or nonqualified stock option shall be at least 100% of the fair market value of the common stock subject to the option on the date the option is granted. Options may not be exercisable for more than ten years from the date they are granted. Options may not provide for any dividends or dividend equivalents thereon. Acceptable consideration for the purchase of common stock issued upon the exercise of an option and the payment of any taxes due upon any such exercise will include cash, check, cash equivalents and/or shares of common stock (or attestation thereof), and the Compensation Committee may permit other forms of consideration, including (1) a broker-assisted cashless exercise or (2) a reduction of the number of shares deliverable upon exercise. Any fractional amounts will be settled in cash.

SARs. The Compensation Committee may, in its discretion, grant SARs to participants. Generally, SARs permit a participant to exercise the right and receive a payment equal to the value of the common stock's appreciation over a period of time in excess of the fair market value of a share of common stock on the date of grant of the SAR. The Company will pay such amount in cash, in shares of common stock valued at fair market value at the time of such payment, or any combination, as determined by the Compensation Committee. SARs may be granted alone or in tandem with options and may be settled in cash, stock or a combination thereof. If a SAR is granted in tandem with an option, the SAR will become exercisable and will expire according to the same vesting schedule and expiration provisions as such option. A SAR granted independent of an option will become exercisable and will expire in such manner and on such date(s) as determined by the Compensation Committee, not to exceed ten years. SARs may not provide for any dividends or dividend equivalents thereon.

Restricted Stock.The Compensation Committee may, in its discretion, grant restricted stock to participants. The grant of restricted stock involves the immediate transfer by us to a participant of ownership of a specific number of shares of common stock in consideration of the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such shares. Restricted stock that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code. Each such grant or sale of restricted stock will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the restricted stock will be prohibited or restricted in the manner and to the extent prescribed by our Board at the date of grant. Our Board may provide for a shorter period during which the forfeiture provisions are to apply in the event of the retirement, death or disability of the grantee, or a change of control. Grants of restricted stock will be evidenced by an award agreement containing such terms and provisions, consistent with the Restated Plan, as our Board may approve. Restricted stock, may at the Compensation Committee's discretion, carry a right to dividends, provided that any such amounts shall not be distributed prior to vesting of the restricted stock to which the dividend pertains. If a restricted stock award is forfeited, the participant will have no right to such dividends.

RSUs and PSUs.The Compensation Committee may, in its discretion, grant restricted stock, RSUs and/or PSUs to participants. The Compensation Committee will determine, in its sole discretion, the terms of each RSU/PSU award. contingent upon the release of the restrictions applicable to such award.

30

A grant of RSUs (including PSUs) constitutes an agreement by us to deliver shares of common stock or cash to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the restriction period as our Compensation Committee may specify. During the applicable restriction period, the participant will have no rights of ownership in the shares of common stock deliverable upon payment of the RSUs and will have no right to vote the shares of common stock. Our Board may, at the date of grant, authorize the payment of dividend equivalents on RSUs on either a current, deferred or contingent basis, either in cash or in additional shares of common stock. RSUs, may at the Compensation Committee's discretion, carry a right to dividend equivalents, provided that any such amounts shall not be distributed prior to vesting of the RSUs to which the dividend equivalent pertains. If a RSU is forfeited, the participant will have no right to such dividend equivalents. Unless otherwise provided by the Compensation Committee in an award agreement or otherwise, RSUs will generally be settled in shares of common stock. However, the Compensation Committee will have discretion to pay RSUs, upon settlement, in cash, shares of common stock or a combination thereof. The Compensation Committee may also elect to defer the delivery of such shares of common stock or cash or combination of the two.

Other Stock-Based and Cash-Based Awards.The Compensation Committee may grant other awards denominated in or payable in common stock or cash, either alone or in tandem with other awards, on such terms as the Compensation Committee determines. Dividend equivalents on stock-based awards will be deferred and paid only upon vesting. Cash-based awards may not provide for dividends or dividend equivalents.

Adjustments in Capitalization.In the event of a subdivision of our outstanding stock, a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of our common stock, a combination or consolidation of the outstanding common stock (by reclassification or otherwise) into a lesser number of shares, a recapitalization, a spin-offor a similar occurrence that affects our common stock, or unusual or nonrecurring events (including, without limitation, a change in control) the Compensation Committee will make equitable adjustments to the number of shares available under the Restated Plan, the number of shares subject to outstanding awards, exercise or strike prices, and any applicable performance measures.

Change in Control.Unless otherwise provided in an award agreement, upon a change in control: (a) all options and SARs will become immediately exercisable; (b) all restricted stock, RSUs, other stock-based and cash-based awards will become fully vested; (c) any performance criteria applicable to awards, including PSUs, will be deemed satisfied at actual performance for stock price goals and at target for all other performance goals; and (d) deferred awards will be settled as soon as practicable, subject to compliance with Section 409A of the Code.

Section 409A.The Restated Plan and awards granted thereunder are intended to comply with or be exempt from Section 409A of the Code. Neither the Company, its affiliates, the Board, the Compensation Committee nor any other party guarantees such compliance or exemption, and no such party will have any liability to a participant for any failure to so comply or be exempt.

Transferability.Awards are generally nontransferable except by will or the laws of descent and distribution. The Compensation Committee may permit transfers of awards (other than incentive stock options), without consideration, to family members, family trusts, family partnerships or limited liability companies, or other transferees approved by the Board or the Compensation Committee. Designation of a beneficiary is not considered a transfer.

Withholding.The Company Group may withhold from any cash, shares or other amounts deliverable under an award, or from other compensation owed to a participant, the amount necessary to satisfy the maximum applicable tax withholding obligations. The Compensation Committee may permit a participant to satisfy withholding obligations by delivering shares of common stock or having the Company withhold shares otherwise issuable upon exercise or settlement, up to an amount not exceeding the maximum required statutory withholding liability.

Recoupment. Awards are subject to the Company's Compensation Recoupment Policy and any other applicable clawback requirements.

31

Detrimental Activity.If a participant engages in "detrimental activity" (generally defined under t the Restated Plan as unauthorized disclosure of confidential information, conduct constituting cause for termination, or breach of a restrictive covenant), the Compensation Committee may cancel outstanding awards or require forfeiture and repayment of gains.

No Right to Continued Employment.The Restated Plan does not confer upon any participant any right to continued employment or service with the Company or any subsidiary or affiliate.

Government and Other Regulations.The Company's obligation to settle awards is subject to all applicable laws, rules and regulations, and to any required governmental approvals.

Payment of Director Fees in Securities.The Board, in its discretion, may permit each non-employeedirector to elect to receive his or her annual cash retainer payments and/or meeting fees from the Company in the awards under the Restated Plan, as determined by the Boards.

Performance-Based Awards.The number of shares or other benefits granted, issued, retained, and/or vested under an award may be made subject to the attainment of performance goals. The Compensation Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals.

Federal Income Tax Treatment

The following is a general summary of certain U.S. federal income tax consequences of awards under the Restated Plan. This summary is limited to federal income taxes (it does not address Medicare, Social Security, state, local or foreign taxes) and applies only to U.S. citizens and residents. This summary is general in nature and is not tax advice. Participants are advised to consult their own tax advisors regarding the tax consequences of awards under the Restated Plan.

Tax Consequences to Participants

Non-QualifiedStock Options. In general: (a) no income will be recognized by an optionee at the time a non-qualifiedstock option is granted; (b) at the time of exercise of a non-qualifiedstock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (c) at the time of sale of the shares acquired pursuant to the exercise of a non-qualifiedstock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

SARs. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.

32

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code ("Restrictions"). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

RSUs and PSUs. No income generally will be recognized upon the award of RSUs and/or PSUs. The recipient of an RSU or PSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received.

Tax Consequences to the Company or Subsidiary

To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an "excess parachute payment" within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Section 162(m) of the Code generally disallows a deduction for federal income tax purposes to any publicly-traded corporation for any remuneration in excess of $1 million paid in any taxable year to its Chief Executive Officer ("CEO") and each of the three non-CEOmost highly-compensated executive officers (other than, prior to 2018, its chief financial officer ("CFO")) (the "Covered Employees"). However, compensation which qualifies as "performance-based" is excluded from the $1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established,objective performance goals under a plan approved by the corporation's shareholders, although this exception is severely limited beginning in 2018, as described below. The 2010 Equity and Performance Incentive Plan included provision for certain long-term incentive awards designed to meet the definition of performance-based compensation under Section 162(m) which, if otherwise eligible, could qualify for the performance-based exception to the $1 million deduction limit. However, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company, we did not previously limit executive compensation to amounts deductible under Section 162(m) if the Compensation Committee determined that doing so is in the best interests of the Company.

New Plan Benefits

Other than as described under the Key Data subsection of this proposal with respect to the 2026 annual awards to our non-employeedirectors and the award of PSUs to Mr. Jenke, and as set forth in the in the Existing Plan Benefits table below, the benefits that will be awarded or paid under the Restated Plan are not currently determinable. Such awards are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Based upon past grants under the Company's previous plans, including the 2018 Plan, it is the Company's expectation that the Restated Plan should be sufficient to cover benefits awarded or paid to participants for the next year. Information about awards granted in prior fiscal years under the Company's previous plans to the Company's named executive officers may be found in the "Executive Compensation" section of this Proxy Statement and in the Existing Plan Benefits table below.

33

Existing Plan Benefits

As of March 17, 2026, the following aggregate numbers of option, RSU and PSU grants (not taking into account forfeitures) have been made under the 2018 Plan to the persons and categories of persons identified below:

Registration with the SEC

We intend to file a Registration Statement on Form S-8relating to the issuance of the additional shares of common stock under the Restated Plan with the SEC pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Restated Plan by our stockholders.

34

Equity Compensation Plan Information

The following table sets forth information regarding securities authorized for issuance under the Company's equity compensation plans as of March 17, 2026:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION

AND APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND

RESTATED 2018 EQUITY AND INCENTIVE COMPENSATION PLAN.

35

Proposal 4-Approval, on a Non-BindingAdvisory Basis, of the Compensation of Our Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires that we provide our stockholders with the opportunity to vote to approve, on a non-bindingadvisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. In accordance with the requirements of Section 14A of the Exchange Act and the related compensation disclosure rules of the SEC, and consistent with our stockholders' preference to provide annual advisory votes on the compensation of our named executive officers, we are asking our stockholders to vote to approve, on a non-bindingadvisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

As described in detail under the heading "Executive Compensation," we seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our named executive officers, as described in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, the Board or the Compensation Committee. Although the vote is non-binding,the Compensation Committee will consider the voting results when it evaluates whether any changes should be made to the Company's compensation program.

Accordingly, we ask our stockholders to approve the following resolution at the 2026 Annual Meeting:

"RESOLVED, that the Company's stockholders approve, on a non-bindingadvisory basis, the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K,including in the "Executive Compensation", the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement."

Our current policy is to provide our stockholders with an opportunity to approve the compensation of the Company's named executive officers each year at the annual meeting of stockholders. We expect that the next advisory vote on the compensation of our named executive officers will occur at our 2027 annual meeting of stockholders, and we will include an advisory vote on named executive officer compensation in our proxy materials every year at least until the next "Frequency of Say on Pay" vote, which will be no later than our 2029 annual meeting of stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL, ON A NON-BINDINGADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

36

EXECUTIVE COMPENSATION

As a smaller reporting company under the Exchange Act, we are permitted to provide scaled executive compensation disclosure under Item 402 of Regulation S-K.We have elected to rely on those scaled disclosure requirements in this proxy statement. This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This section discusses the material elements of the Company's compensation program for the executive officers included in the Summary Compensation Table (our "named executive officers" or "NEOs") for the year ended December 31, 2025:

Management Transitions

During 2025, the Company experienced significant changes in its executive leadership team. Effective May 1, 2025, in connection with Paul D. Arling's retirement after service as our Chief Executive Officer for almost 25 years, Bryan M. Hackworth, the then Senior Vice President and Chief Financial Officer, assumed the role of the Company's principal executive officer. Additionally, on May 1, 2025, the Board approved the promotion of Richard K. Carnifax to the position of Chief Operating Officer. Subsequently, on July 14, 2025, the Board unanimously appointed Mr. Carnifax as Interim Chief Executive Officer and as principal executive officer, effective immediately. Mr. Hackworth retired from his position as Chief Financial Officer effective September 5, 2025. On September 12, 2025, the Board unanimously appointed Sui Man Ho (a.k.a. Raymond Ho) as Interim Chief Financial Officer, principal financial officer and principal accounting officer, effective immediately. David Chong retired as the then Executive Vice President, Global Sales, effective December 19, 2025. With Mr. Ho continuing to serve as the Company's Senior Vice President of Finance, effective as of December 30, 2025, the Board unanimously appointed Wade M. Jenke as Chief Financial Officer, principal financial officer and principal accounting officer. On March 13, 2026, Ramzi S. Ammari, the Company's Senior Vice President, Corporate Planning and Strategy, notified the Company of his decision to retire effective May 29, 2026.

Pay for Performance

Our compensation programs and practices are designed to help recruit, retain and motivate key executives so that they may deliver the successful operating, financial and stockholder value performance expected by our investors.

37

Performance-Based Compensation

Our compensation program emphasizes annual and long-term performance-based incentives so that the vast majority of our named executive officers' total compensation is tied to the Company's financial or long-term stock price performance. The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. During 2025, realized executive pay was tied to performance in two key ways: (1) the Company's operating and financial performance and (2) the return to stockholders over time. The Company's executive compensation program includes many features designed to maintain this alignment, while also protecting the Company against inappropriate risk taking and conflicts among the interests of the Company, its stockholders and its executives. The Compensation Committee believes that our compensation program and practices are consistent with industry standards and the competitive market in which we operate.

Say on Pay

At our 2025 annual meeting of stockholders, approximately 73.2% of our shares that were voted on the matter (including abstentions) cast a vote to approve our named executive officer compensation. The Compensation Committee was pleased with this favorable outcome and believes it conveyed our stockholders' support of the Compensation Committee's decisions and our existing executive compensation programs.

Consistent with this support, the Compensation Committee did not make any changes as a direct result of this vote and decided to retain the core design of our executive compensation programs for the remainder of 2025, as it believes the programs continue to attract, retain and appropriately incent senior management.

We also welcomed input on executive compensation as we interacted with stockholders on a number of matters throughout the year. The Board of Directors and the Compensation Committee duly consider stockholder input as well as the other factors discussed in these Executive Compensation disclosures and routinely review our executive compensation programs and practices.

At our 2023 annual meeting of stockholders, 90% of the votes cast were in favor of holding future advisory votes to approve named executive officer compensation every year. Accordingly, we will include an advisory vote to approve named executive officer compensation in our proxy materials every year at least until the next "Frequency of Say on Pay" vote, which will be no later than our 2029 annual meeting of stockholders.

Summary of Executive Compensation Practices

Corporate Governance and Best Practices

Our Compensation Committee has thoughtfully designed our executive compensation program using guidelines that create a "pay for performance" culture and a focus on profitability. Below we list executive compensation practices that we have implemented to appropriately structure our executive rewards and practices that we have not implemented because we do not believe they would serve our stockholders' long-term interests.

38

Philosophy and Overview of Our Compensation Program 

This section describes our executive compensation philosophy and provides an overview of our compensation program and the rationale for each component of the program.

Philosophy and Objectives

The Compensation Committee believes that stockholder interests are best advanced by attracting and retaining a high-performing management team. To promote this objective, the Compensation Committee was guided by the following underlying principles in developing our executive compensation program:

The Compensation Committee regularly evaluates the Company's compensation arrangements to assess whether they are appropriately structured to support these objectives and are effective in enabling the Company to attract and retain top talent in key leadership positions.

39

Program Overview

Our executive compensation program is simple in design and limited in scope. We provide only one low-costexecutive benefit (supplemental life insurance) and no perquisites to our executives located in the United States. Each program component and the rationale for it are highlighted below.

How We Make Pay Decisions

This section describes the participants and process for setting executive compensation at the Company.

Role of Chief Executive Officer in Setting Compensation

Each year management and the Board identify operating objectives that we believe need to be achieved for the Company to be successful. These objectives are derived largely from the Board's financial and strategic planning sessions led by the Chief Executive Officer, during which the Company's growth opportunities are analyzed and goals are established for the upcoming year. In addition to financial targets, the goals may include qualitative strategic and operational objectives that are aimed at creating long-term stockholder value. Achievement of these objectives is considered in making pay decisions for the Chief Executive Officer and our other executive officers.

The Chief Executive Officer assesses individual performance of each other named executive officer against established goals and expectations using criteria identified by the Compensation Committee. The Chief Executive Officer also provides the Compensation Committee with a self-assessment. The Compensation Committee reviews the Chief Executive Officer's assessments as well as the competitive market ranges of each compensation component for our Chief Executive Officer and each of our other named executive officer and determines the base salary, target annual incentive, and long-term incentive opportunity for each such named executive officer. The Compensation Committee reviews all elements of compensation for the Chief Executive Officer based upon consideration of his contribution to the development and operating performance of the Company and competitive pay practices. The Compensation Committee considers the recommendations of the Chief Executive Officer in establishing compensation for all other named executives.

Throughout the process, the Compensation Committee also considers input from our independent compensation consultant as it deems necessary and advisable. The Compensation Committee develops and recommends pay changes for the Chief Executive Officer for final approval by the full Board.

40

Compensation Consultant

The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation

of executive officer and employee compensation and benefit programs. Beginning in 2022, the Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. Pay Governance LLC advised the Company with respect to compensation trends and best practices, stockholder view of compensation practices, and proxy disclosure. Since the Compensation Committee retained the core design of our previous year's executive compensation program for 2025, the Compensation Committee did not request Pay Governance LLC to conduct a detailed review and analysis of our executive compensation program in 2025, and instead requested advice and counsel with respect to levels of specific components of the program, which included industry and peer group median pay benchmarking. In addition, the Compensation Committee sought and obtained guidance from other sources as it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for management. The Compensation Committee has determined that Pay Governance LLC is independent and there was no conflict of interest resulting from retaining Pay Governance LLC. In reaching these conclusions, the Compensation Committee also considered the factors set forth in Rule 10C-1of the Exchange Act and applicable listing standards.

Peer Group

The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to our named executive officers in order to attract and retain top executive talent. The Compensation Committee worked with Pay Governance LLC to establish a compensation peer group (the "Peer Group") and to monitor the compensation practices of our primary competitors and Peer Group for executive talent. The Compensation Committee utilizes this information to establish pay ranges for our NEOs.

The Compensation Committee reviews and approves the Peer Group each year. The Peer Group used for 2025 was the same as was used for 2024. The Compensation Committee believes that these companies are an appropriate peer group for comparison, as well as a group that is large and diverse enough so that any one company does not alter the overall analysis.

41

Setting Executive Compensation for 2025

In determining the base salary, target annual incentives and equity awards of each of our named executive officers for 2025, the Compensation Committee considered:

During 2025, the Company experienced significant changes in its executive leadership team. In connection with these management transitions, the Compensation Committee carefully reviewed and evaluated the compensation arrangements for our continuing, incoming and departing executive officers to ensure that compensation decisions were appropriate, competitive, and aligned with the best interests of the Company and its stockholders. The Compensation Committee considered various factors in its review, including the circumstances of each transition, the need to attract and retain qualified leadership, market compensation data, and the Company's compensation philosophy.

Elements of Named Executive Officer Compensation

We generally allocate among the principal elements of our total compensation program (base salary, annual performance incentives, and long-term equity awards) based on market practices. This ensures that our compensation program is effective for attracting and retaining key leaders.

Base Salary

We review our NEO's base salaries annually, and change them from time to time in consideration of performance, increased responsibilities, peer group studies and market competitiveness. The salaries of our NEOs for 2025 and any change in base salary from 2024 to 2025 is reflected in the chart below:

Annual Incentives - Cash

Our executives participate in the Universal Electronics Inc. Annual Performance Incentive Plan (the "Performance Incentive Plan"). During the first half of each year, the Compensation Committee identifies the named executive officers who will participate in the Performance Incentive Plan for that year and establishes the annual performance criteria. In 2025, the Performance Incentive Plan payment for named executives was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:

42

Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive

Second, the Preliminary Annual Incentive may be modified in the discretion of the Compensation Committee in consideration of individual performance.

Company Performance Factor.For 2025, the Compensation Committee selected (i) revenue and (ii) adjusted non-GAAPdiluted earnings per share ("EPS") as the appropriate performance measures for the Performance Incentive Plan. Revenue is a reflection of the growth of the Company's business and EPS is a reflection of the operating performance of the Company and directly influences return to stockholders. In addition, management and stockholders use EPS to value the Company.

Adjusted non-GAAPdiluted earnings (loss) per share may be found in our press releases related to our quarterly and annual earnings releases and excludes the following items: stock-basedcompensation, amortization of acquired intangible assets, litigation costs, factory restructuring costs, legal judgments, severance, lease termination costs, foreign currency gains and losses, the tax effects of the foregoing adjustments, valuation allowances on certain deferred tax assets, and certain net deferred tax adjustments.

The following table shows the percentage of target funding for the various levels of performance and shows, for each NEO, the amount of his annual incentive as a percentage of base salary paid at each performance level:

Individual Performance Factor. The Compensation Committee also evaluates individual performance in determining the final incentive awards for our named executives. In making this evaluation, the Chief Executive Officer provides his assessment of the other executives as input to the Compensation Committee's evaluations. For 2025, since the Company Performance Factor was zero (0), no amounts were paid to our executive officers under the Performance Incentive Plan regardless of individual performance ratings.

43

No Amounts Paid Under the Performance Incentive Plan for 2025. The Company performance measures were not satisfied for 2025, and therefore no annual incentives were paid under the Performance Incentive Plan. The 2025 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:

Long-Term Incentives - Equity Awards

The Compensation Committee sets guideline award levels for long-term equity compensation for our NEOs. Each executive's actual grant value of long-term equity compensation is individually determined at the discretion of the Compensation Committee, after considering:

Existing stock ownership levels are not a factor in award determination, as we do not want to discourage executives from holding our stock beyond the level of the established stock ownership guidelines.

Once the value of the long-term equity compensation award is determined, the Compensation Committee uses a mix of options, restricted stock units and performance stock units when making the annual long-term equity awards. The Compensation Committee believes that the use of these equity vehicles strikes an appropriate balance between rewarding increases in the market value of our Common Stock (options and performance stock units) and motivating retention with the Company (restricted stock units). In addition, restricted stock units provide executives the benefits of stock price increases while still carrying the risks that other stockholders assume for stock price declines. In 2025, in furtherance of our strong focus on pay for performance, almost 75% of the equity awards granted to our NEOs were PSUs subject to vesting based on the achievement of stock price targets of at least two times the closing price on the date of grant and continued employment through set dates. All other equity awards granted to our NEOs during 2025 were granted as stock options with an exercise price equal to the closing price on the date of grant. In 2024, 50% of the equity awards granted to our NEOs were PSUs subject to vesting based on the achievement of stock price targets of at least two times the closing price on the date of grant and continued employment through set dates.

The stock price used to determine the number of restricted stock units granted to our employees under our stock incentive plans is the average of the high and low trades of our stock on the grant date. For financial reporting purposes, the 2025 performance stock units were valued using an average Monte Carlo fair value.

Restricted Stock Unit Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. The 2025 restricted stock unit awards granted to our NEOs are subject to a three-year vesting period (33.33% on each anniversary of the grant date). Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company.

Performance Stock Unit Features. The 2025 performance stock unit awards granted to our NEOs are subject to a three-year ratable vesting period (service condition) and must achieve market conditions based upon our stock price. We believe that this vesting schedule aids us in retaining executives and motivating long-term performance. Under the terms of our stock incentive plans, unvested performance stock units are forfeited if the executive voluntarily leaves the Company.

44

Option Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. The 2025 option awards granted to our NEOs are subject to a three-year vesting period (33.33% on each anniversary of the grant date). Under the terms of our stock incentive plans, unvested options are forfeited if the executive voluntarily leaves the Company.

Post-Employment Compensation

We provide all of our executive officers, including our named executive officers with certain post-employment compensation and benefits, including change in control severance benefits, which are described below in the section entitled Potential Payments upon Termination or Change in Control. These change in control severance benefits are provided so that our executives may focus on change in control transactions without concern for their personal financial situation.

Retirement Plan

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other employees. The Company may make discretionary contributions to the 401(k) plan. From January 1, 2025 through September 19, 2025, we made matching contributions of 25% of the first 15% of an eligible employee's eligible compensation contributed under our 401(k) plan. Company matching contributions vest at a rate of 20% for each full year of service with the Company (fully vested after attaining five (5) years of service), subject to full vesting on attainment of normal retirement age, death or disability. Our 401(k) match was suspended for payroll periods beginning on October 4, 2025 and remained suspended for the remainder of 2025.

Health and Welfare Benefits

We provide health and welfare benefits to our executive officers, including our named executive officers, on the same basis as all of our full-time employees. These benefits generally include health, dental, vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide vacation and other paid holidays to all employees, including our executive officers.

Executives resident in the United States, including our named executive officers, are eligible to receive Company-paid supplemental life insurance in excess of what is provided to non-executiveemployees.

Perquisites and Other Personal Benefits

Consistent with our pay-for-performancecompensation philosophy, we believe perquisites for executive officers should be limited in scope and value, and should only be offered when they provide necessities or conveniences that allow our executive officers to focus on and optimally perform in their role with us. We do not currently provide perquisites or other personal benefits to our executive officers.

Executive Officer Stock Ownership Guidelines

The Company maintains stock ownership guidelines for our executive officers, including the named executive officers. These guidelines are designed to align the executives' long-term financial interests with those of stockholders. The ownership guidelines are as follows:

45

For the purposes of meeting this minimum stock ownership requirement, each equivalent share of common stock held under our benefit plans and each time-based restricted stock unit is considered as a share of common stock. Stock options and unvested performance-based restricted stock units are not considered towards meeting this requirement. The Compensation Committee reviews ownership levels of our executives periodically.

Anti-Pledging and Hedging Policies

The Company has an anti-pledging policy prohibiting all directors and executive officers of the Company from pledging any such stock as collateral for any loan or holding Company shares in an account that has margin debt. Hedging the Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the Company's Insider Trading Policy.

Tax Deductibility of Compensation

The Compensation Committee considers, among other relevant factors, the deductibility of compensation when it reviews our compensation plans and policies. However, there can be no assurance that any compensation will, in fact, be deductible, and the Compensation Committee may award non-deductiblecompensation when it determines it to be appropriate. Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to a company's chief executive officer and certain current and former executive officers.

Clawback Policies

Effective November 13, 2023, in accordance with SEC and Nasdaq requirements, the Company adopted a new Compensation Recoupment Policy (the "Clawback Policy"), which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to recoup amounts in limited circumstances set forth in the Clawback Policy where the Compensation Committee has made a determination that recovery would be impracticable. Operation of the Clawback Policy is subject to a brief phase-inprocess during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

The Company also maintains its previous clawback policy applicable to our executive officers (the "Original Policy"), which will continue to apply to incentive-based compensation received prior to October 2, 2023. Pursuant to the Original Policy, if the Board determines that an executive officer has engaged in fraudulent or intentional misconduct, the Board will take action to remedy the misconduct, prevent its recurrence, and impose discipline on the wrongdoer as appropriate. Discipline may vary depending on the facts and circumstances, and may include, without limit, (i) termination of employment, (ii) initiating an action for breach of fiduciary duty, and (iii) if the misconduct resulted in a significant restatement of the Company's financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

The 2018 Plan also provides that the Compensation Committee may provide for the recoupment or forfeiture of any awards and corresponding gains if a participant has engaged in any "detrimental activity" as defined in the 2018 Plan.

46

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Executive Compensation disclosure with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Executive Compensation disclosure should be included in our 2026 Proxy Statement. This report is provided by the following independent directors, who comprise the Compensation Committee:

47

Summary Compensation Table 

Performance stock unit awards granted to our named executive officers during 2025 and 2024 vest ratably over a three-year time frame, subject to share price-based market conditions.

The value of the performance stock units granted in 2024 for performance at maximum would be as follows: Mr. Arling $301,680, Mr. Hackworth $234,632, Mr. Ammari $201,120, Mr. Carnifax $117,328 and Mr. Chong $117,328.

48

All Other Compensation Table

The following table describes each component of the All Other Compensation column in the Summary Compensation Table.

49

Outstanding Equity Awards at Fiscal 2025 Year-End 

The following table provides information on the stock options, restricted stock unit and performance stock unit awards held by our named executive officers as of December 31, 2025:

50

51

Compensation Agreements 

Paul D. Arling Employment Agreement

On March 19, 2025, Paul D. Arling informed the Company's Board of Directors that he would retire from his position as Chief Executive Officer the Company, effective as of the earlier of April 30, 2025 or the date a new Chief Executive Officer commences employment with the Company. Mr. Arling ceased serving as the Company's Chief Executive Officer effective April 30, 2025 and as the Company's Chairman of the Board effective as of the Company's 2025 annual meeting of stockholders held on May 27, 2025.

In connection with Mr. Arling's retirement, Mr. Arling and the Company entered into a Transition Agreement and Release of Claims dated March 19, 2025 (the "Transition Agreement"). Subject to the terms and conditions of the Transition Agreement, Mr. Arling continued to receive his then-current base salary and benefits through April 30, 2025, at which time Mr. Arling's the Executive Officer Employment Agreement entered into between the Company and Mr. Arling dated April 23, 2003 (as amended), automatically terminated and was no longer of any force and effect. Under the terms of the Transition Agreement, Mr. Arling also received a severance payment in the amount of $275,000, less applicable taxes and other withholdings, and continued health benefits through April 30, 2026, in exchange for a release of claims and other covenants which are set forth in the Transition Agreement. Pursuant to the Transition Agreement and in accordance with the provisions of the Company's stock option plan and Mr. Arling's individual equity award agreements, (i) Mr. Arling's unvested stock options and restricted stock unit awards as of April 30, 2025 become fully vested on April 30, 2025 and (ii) the service-based vesting provisions of Mr. Arling's performance-based stock unit awards accelerated and the performance-based vesting provisions of Mr. Arling's performance-based stock unit awards remained eligible to vest in accordance with and subject to the terms contained in his performance-based stock unit awards.

Additionally, Mr. Arling and the Company entered into a Consulting Agreement, effective May 1, 2025 (the "Consulting Agreement") pursuant to which Mr. Arling continued to provide transition services to the Company through June 30, 2025, to support the Company and management in the transition of a new Chief Executive Officer, including with respect to current management and customer relations. In exchange, the Company paid Mr. Arling an aggregate amount of $140,000 in connection with services performed pursuant to the Consulting Agreement. The Consulting Agreement expired on June 30, 2025.

Bryan M. Hackworth Employment Agreement

On August 8, 2025, Bryan M. Hackworth informed the Company's Board of Directors that he would retire from his position as Chief Financial Officer of the Company, effective as of September 5, 2025. No severance, transition or consulting agreement was entered into with Mr. Hackworth in connection with his retirement from the Company. Although Mr. Hackworth had previously entered into an SCA with the Company in November 1999, Mr. Hackworth ceased to be eligible to receive benefits under the SCA at the time of his retirement.

Ramzi S. Ammari Salary Continuation Agreement and Letter Agreement

Ramzi S. Ammari and the Company entered into a Salary Continuation Agreement ("SCA") in November 1999. The SCA was entered into as part of an employment hiring and retention practice of the Company at that time. There have been no SCAs entered into since 2010, and the Company no longer offers SCAs to its employees. The SCA represents a binding obligation of the Company that takes effect upon the occurrence of a "Change in Control" (as defined in the SCA). When effective, the SCA operates as an employment agreement providing for a term of employment with us for a period of 12 months. In addition, the SCA provides that Mr. Ammari is entitled to receive increases in salary and bonuses during the term of the SCA in accordance with our standard policies and practices; however, in no event would this base salary and bonus be less than the base salary and bonus Mr. Ammari received in the year immediately preceding the effective date of the SCA. Furthermore, each SCA provides that Mr. Ammari be entitled to receive equity grants and to otherwise participate in our incentive compensation and benefits plans and other customary benefit programs in effect from time to time, but in no event would such participation be less than that provided to Mr. Ammari immediately prior to the effective date of the SCA.

52

Under each SCA, if we terminate Mr. Ammari's employment for reasons other than Mr. Ammari's death or disability or "for cause" (as defined in the SCA) or if Mr. Ammari resigns for "good reason" (as defined in the SCA), Mr. Ammari would receive, in one lump sum, (i) an amount equal to 12 months of salary payments, (ii) an amount equal to (x) 12 months multiplied by (y) the greater of (1) the monthly rate of his bonus payment for the bonus period in the year immediately prior to the termination date or (2) the estimated amount of the bonus for the period which includes his termination date (without regard to any attempted reduction or discontinuance of such bonus), (iii) the value of incentive compensation and rights to receive equity grants to which he would have been entitled under all incentive compensation and option/stock plans maintained by the Company if he had remained employed for 12 months and (iv) continued participation in our benefit plans for 12 months following such termination or resignation.

On March 13, 2026, Mr. Ammari notified us of his decision to retire effective May 29, 2026. In connection therewith, the Company and Mr. Ammari entered into a letter agreement pursuant to which, in the event that Mr. Ammari's employment with the Company is terminated without cause prior to May 29, 2026, he will be paid, as a severance payment, his current base salary from the date of termination through May 29, 2026, subject to his execution, delivery and non-revocationof the Company's standard form of separation agreement and release.

53

Potential Payments upon Termination or Change in Control 

Severance Benefits for Executive Officers

Except for the severance benefits previously provided to Mr. Arling and the severance benefits provided to Mr. Ammari under the SCA, each as described above under Compensation Agreements, we do not have a written severance benefits program for our executive officers.

Treatment of Stock Options, RSUs and PSUs

Awards Granted Prior to May 2025. As provided in the 2018 Plan and corresponding award agreements for stock option, restricted stock unit and performance-based stock unit awards granted prior to May 2025, in the event that an executive's employment with the Company is terminated without cause, due to constructive termination, death or total disability, or upon the occurrence of a change in control (each as defined in the 2018 Plan), the executive shall be fully vested in the stock option, restricted stock units, or performance-based stock units as of such date of termination or the effective date of the change in control, as applicable; provided that any performance-based stock units that remain outstanding and unvested as of immediately prior to a change in control shall vest based on performance measured during a set period prior to the change in control and taking into account the per share deal price (as defined under the applicable award agreement), subject to the executive's continued employment through the effective date of the change in control.

Awards Granted During and After May 2025. As provided in the 2018 Plan and corresponding award agreements for stock option, restricted stock unit and performance-based stock unit awards granted during and after May 2025, (a) in the event that an executive's employment with the Company terminates for any reason, any unvested stock options, restricted stock units and performance-based restricted stock units will be forfeited immediately upon the executive's termination, and (b) in the event of an occurrence of a change in control (as defined under the 2018 Plan), any unvested stock options and restricted stock units shall vest as of the effective date of the change in control, provided that any performance-based stock units that remain outstanding and unvested as of immediately prior to a change in control shall vest based on performance measured during a set period prior to the change in control and taking into account the per share deal price (as defined under the applicable award agreement), subject to the executive's continued employment through the effective date of the change in control.

Tax Gross-Up

As provided in SCA, in the event it is determined that any compensation payment or distribution as the result of a change in control (as defined in the SCA) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to the excise tax (together the "excise tax"), the Company will pay to Mr. Hackworth an additional payment (a "gross-uppayment") in an amount such that after payment by the participant of all taxes, including any excise tax imposed on any gross-uppayment, the participant retains an amount of the gross-uppayment equal to the excise tax imposed upon the payment.

54