What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-11 · 53 added, 39 removed, 163 unchanged (36% of the section changed)

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OTHER INFORMATION

During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K).

O n December 10, 2025 , Ramzi Ammari , SVP, Corporate Planning and Strategy , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act with respect to the sale of up to 6,000 shares of our common stock between May 9, 2026 and November 9, 2026 .

On December 11, 2025 , Richard K.

Carnifax , interim Chief Executive Officer and COO , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act with respect to the sale of up to 4,664 shares of our common stock between May 7, 2026 and February 7, 2027 .

On December 15, 2025 , Sui Man (Raymond) Ho , SVP, Finance and former interim Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act with respect to the sale of up to 9,684 shares of our common stock between May 23, 2026 and May 13, 2027 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information required by Item 401 of Regulation S-K with respect to our directors will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Exchange Act.

Information required by Item 401 of Regulation S-K with respect to our directors will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act (the "Proxy Statement") under the caption "Corporate Governance—Information About Our Continuing Directors".

Information regarding executive officers of the Company is set forth in Part I of this Form 10-K.

Code of Conduct.

We have adopted a code of conduct that applies to all of our employees, including without limitation our principal executive officer, principal financial officer and principal accounting officer.

A copy of the Code of Conduct is included as Exhibit 14.1 to our Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 14, 2024 (File No.

The Code of Conduct is also available on our website, www.uei.com under the caption "Governance" and then "Committee composition, documents and confidential ethics line" on the Investor page.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement and is incorporated herein by reference.

With respect to Item 406 of Regulation S-K, we have adopted a code of conduct that applies to all of our employees, including without limitation our principal executive officer, principal financial officer and principal accounting officer.

The Code of Conduct is available on our website free of charge, www.uei.com, under the caption "Governance" and then "Committee composition, documents and confidential ethics line" on the Investor page.

We will post on our website information regarding any amendment to, or waiver from, any provision of the Code of Conduct that applies to our principal executive officer, principal financial officer or principal accounting officer.

Information required by Items 405, 407(c)(3), (d)(4) and (d)(5), and 408(b) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Exchange Act.

Information required by Item 401(7)(d)(4) and (d)(5) will be contained in and is hereby incorporated by reference to the Proxy Statement under the captions “Corporate Governance—Board Structure and Committee Membership—Role of Primary Board Committees,” and “Corporate Governance—Board Structure and Committee Membership—Audit Committee”.

With respect to Item 408(b) of Regulation S-K, the Company has adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers, and employees (the “Insider Trading Policy”).

The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

If applicable, information required by Item 407(c)(3) will also be contained in and is hereby incorporated by reference to the Proxy Statement.

EXECUTIVE COMPENSATION

Information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

Information required by Item 402 of Regulation S-K will be contained in and is hereby incorporated by reference to the Proxy Statement under the captions "Summary Compensation Table", "Potential Payments Upon Termination or Change in Control" and "Director Compensation and Stock Ownership Guidelines".

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by Item 403 of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

Information required by Item 403 of Regulation S-K will be contained in and is hereby incorporated by reference to the Proxy Statement under the captions "Related Persons Transactions—Security Ownership of Directors and Executive Officers" and "Related Persons Transactions—Security Ownership of Certain Beneficial Owners".

The following summarizes our equity compensation plans at December 31, 2025:

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by Items 404 and 407(a) of Regulation S-K will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

Information required by Items 404 of Regulation S-K will be contained in and is hereby incorporated by reference to the Proxy Statement under the caption “Related Persons Transactions”.

Information required by Item 407(a) of Regulation S-K will be contained in and is hereby incorporated by reference to the Proxy Statement under the caption “Corporate Governance—Director Independence”.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item will be contained in and is hereby incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A promulgated by the SEC under the Exchange Act.

Information required by this item will be contained in and is hereby incorporated by reference to the Proxy Statement under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm”.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

We include this portion of ITEM 15 under ITEM 8 of this Report on Form 10-K.

We include this portion of ITEM 15 under ITEM 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

We include the financial statement schedules required by the applicable accounting regulations of the SEC in the notes to our consolidated financial statements and incorporate that information in this ITEM 15 by reference.

Any stockholder who would like a copy of any of the exhibits listed on the Exhibit Index in this Report may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits.

Any stockholder who would like a copy of any of the exhibits listed on the Exhibit Index in this Annual Report on Form 10-K may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits.

Requests should be made to the Secretary, 15147 N.

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Document Description

3.1 Restated Certificate of Incorporation of Universal Electronics Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Form S-1 Registration filed on or about December 24, 1992 (File No.

33-56358)) (paper file)

3.2 Certificate of Amendment to Restated Certificate of Incorporation of Universal Electronics Inc.

(incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed on April 1, 1996 (File No.

0-21044)) (paper file)

3.3 Certificate of Amendment to Restated Certificate of Incorporation of Universal Electronics Inc.

(incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 13, 2018 (File No.

3.1 Restated Certificate of Incorporation of Universal Electronics Inc., as amended (filed herewith)

3.4 Amended and Restated By-laws of Universal Electronics Inc.

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Bank National Association and Wells Fargo Bank, National Association (incorporated in reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No.

10.12 Universal Electronics Inc.

2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on September 26, 2018 (File No.

10.13 Form of Restricted Stock Agreement under the 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No.

*10.12 Form of Restricted Stock Unit Award Agreement under the 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No.

*10.13 Form of Stock Option Agreement under the 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No.

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10.16 Fourth Amendment to Second Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 5, 2021 (File No.

10.18 First Amendment to Universal Electronics Inc.

2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on August 5, 2021 (File No.

10.17 Fifth Amendment to the Second Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 28, 2021 (File No.

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*10.30 Form of Performance-Based Stock Unit Award Agreement under the Amended and Restated 2018 Equity and Incentive Compensation Plan (filed herewith)

14.1 Code of Conduct (incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 14, 2024 (File No.

*10.31 Form of Stock Option Agreement under the Amended and Restated 2018 Equity and Incentive Compensation Plan (filed herewith)

*10.32 Form of Transition Agreement and Release of Claims (including form of Consulting Agreement) dated March 19, 2025 by and between Universal Electronics, Inc.

Arling (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 21, 2025 (File No.

10.33 Cooperation Agreement, dated May 2, 2025, by and among Universal Electronics Inc., Kent Lake Partners LP, Kent Lake PR LLC, and Benjamin Natter (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 5, 2025 (File No.0-21044))

10.34 Tenth Amendment to Second Amended and Restated Credit Agreement signed July 25, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 31, 2025 (File No.

10.35 Line of Credit Agreement signed July 30, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 31, 2025 (File No.

10.36 Form of Working Capital Loan Contract (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on July 31, 2025 (File No.

10.37 Maximum Mortgage Contract signed September 1, 2025 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed on November 6, 2025 (File No.

10.38 Eleventh Amendment to Second Amended and Restated Credit Agreement signed November 17, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 20, 2025 (File No.

*#10.39 Offer Letter dated November 17, 2025 by and between Universal Electronics, Inc.

Jenke (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 30, 2025 (File No.

10.40 Twelfth Amendment to Second Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among Universal Electronics Inc., the lender parties thereto, and U.S.

Bank National Association, as administrative agent (filed herewith)

19.1 Insider Trading Policy (filed herewith)

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* Management contract or compensation plan or arrangement identified pursuant to Items 15(a)(3) and 15(c) of Form 10-K.

# Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10 K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10 K, irrespective of any general incorporation language contained in such filing

FORM 10-K SUMMARY

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UNIVERSAL ELECTRONICS INC.

Chairman and Chief Executive Officer

/s/ Richard K.

Interim Chief Executive Officer and COO

March 12, 2026

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Paul D.

Arling and Bryan M.

Hackworth as true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or may do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Richard K.

Carnifax and Wade M.

Jenke as true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or may do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME & TITLE SIGNATURE DATE

Chairman and Chief Executive Officer

Interim Chief Executive Officer and COO

(principal executive officer)

Arling March 11, 2025

/s/ Richard K.

Carnifax March 12, 2026

Chief Financial Officer

(principal financial officer and principal accounting officer)

Hackworth March 11, 2025

Lead Director

/s/ William C.

Mulligan March 11, 2025

Jenke March 12, 2026

Singer March 12, 2026

/s/ Michael D.

Burger March 12, 2026

/s/ Satjiv S.

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Hamilton March 12, 2026

/s/ William C.

Mulligan March 12, 2026

/s/ John Mutch March 12, 2026

/s/ Romulo C.

Pontual March 12, 2026

Singer March 11, 2025

/s/ Edward K.

Zinser March 11, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures