UNIVERSAL INSURANCE HOLDINGS, INC.

During the three months ended June 30, 2025, no director or Section 16 officer adopted orterminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

Form 8-K, Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 28, 2025 (the “Effective Date”), Universal Insurance Holdings, Inc. (the “Company”) entered into an amended and restated employment agreement with Sean P. Downes, the Company’s Executive Chairman (the “Agreement”). Mr. Downes’ previous employment agreement, dated as of April 20, 2020, was superseded and replaced in all respects by the Agreement as of the Effective Date. The following summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Term

The Agreement provides that Mr. Downes will continue to serve as the Executive Chairman of the Company for a fixed term beginning on the Effective Date and ending on December 31, 2029, unless terminated earlier in accordance with its terms (the “Term”). Upon any expiration of the Term (other than by reason of Mr. Downes’s death or disability), Mr. Downes and the Company will discuss in good faith entering into a consulting arrangement pursuant to which Mr. Downes would provide consulting and transitional services to the Company for a term of one to three years.

Base Salary

Mr. Downes will continue to receive a base salary of $1 million, which is subject to annual review by the Compensation Committee of the Board of Directors of the Company.

Annual Bonus

Mr. Downes is eligible to receive an annual cash bonus for each calendar year ending during the Term in a target amount of 150% of base salary (with 75% of base salary for threshold performance and 300% of base salary for superior performance), with the actual annual bonus payable based on the achievement of annual financial and operational performance objectives.

Annual Equity Award

For each calendar year during the Term commencing with 2026, Mr. Downes is eligible to receive an annual equity-based award with a target value of $1,650,000, which award will be made pursuant to the Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan, as may be amended from time to time, and any successor plan thereto (the “Omnibus Plan”).

Retention Award of Restricted Shares

In accordance with the negotiated terms of the Agreement, Mr. Downes was awarded a one-time grant of 300,000 restricted shares under the Omnibus Plan (the “Retention Award”). One-fifth of the restricted shares subject to the Retention Award will vest on each of the first four anniversaries of the grant date, and the remaining one-fifth will vest on December 31, 2029, subject to Mr. Downes’ continued employment with the Company through the applicable vesting date. The Retention Award is subject to the terms of the Omnibus Plan and the award agreement evidencing the grant and does not provide for accelerated vesting in the event of Mr. Downes’ retirement.

Termination

If the Term expires without renewal or extension by the Company or Mr. Downes is terminated without cause or resigns for good reason (as such terms are defined in the Agreement), subject to his execution of a general release of claims in favor of the Company, he would be entitled to (i) a lump-sum cash amount equal to the sum of (A) 30 months’ base salary, (B) his target annual bonus for the year of termination, and (C) the cost of 18 months of COBRA coverage for Mr. Downes and his dependents, (ii) a pro rata portion of his annual bonus award for the year of termination, calculated based on the Company’s actual performance for such year, and (iii) full vesting of all outstanding equity awards held by Mr. Downes, with performance-based equity awards deemed earned at target performance level and stock options remaining exercisable for one year after termination (the “Equity Award Treatment”).

In the event of a change in control, and within 24 months after such change in control, if the Term expires without renewal or extension by the Company or Mr. Downes is terminated without cause or resigns for good reason, subject to his execution of a general release of claims in favor of the Company, Mr. Downes would be entitled to (i) a lump-sum cash amount equal to the sum of (A) 36 months’ base salary, (B) three times Mr. Downes’s target annual bonus for the year of termination, and (C) the cost of 18 months’ of COBRA coverage for Mr. Downes and his dependents, and (ii) the Equity Award Treatment. All such change in control payments and benefits would be reduced to the extent they would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, if such reduction would result in Mr. Downes receiving a higher net after-tax amount.

Other

Mr. Downes is subject to a non-compete provision under the Agreement that prohibits him from engaging in certain competitive activities during the Term and for a period of three years following his termination. The Agreement also contains non-disparagement, non-solicitation, non-competition, and confidentiality provisions.