S-8

As filed with the Securities and Exchange Commission on July 19, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization) 65-0231984 (I.R.S. Employer Identification No.)

1110 W. Commercial Blvd.

Fort Lauderdale, Florida 33309

(Address of Principal Executive Offices, Zip Code)

AMENDED AND RESTATED UNIVERSAL INSURANCE HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Stephen J. Donaghy

Chief Executive Officer

Universal Insurance Holdings, Inc.

1110 W. Commercial Blvd.

Fort Lauderdale, Florida 33309

(954) 958-1200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Krista Hanvey

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, Texas 75201

(214) 698-3100

______________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	☒
Non-accelerated filer	Smaller reporting company
	Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Universal Insurance Holdings, Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8, under the Securities Act of 1933, as amended, to register up to 1,450,000 shares of common stock, par value $0.01 per share (“Common Stock”), issuable under the Amended and Restated Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Registrant’s stockholders approved the Plan on June 13, 2024, which, among other things, increased the number of shares available for issuance under the Plan by 1,450,000 shares of Common Stock. This Registration Statement on Form S-8 relates to the additional 1,450,000 shares of Common Stock authorized to be issued under the Plan.

The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on July 14, 2021 (SEC File No. 333-257896), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8, and the shares of Common Stock registered hereunder are in addition to the shares of Common Stock registered on such registration statement.

Item 8.    Exhibits.

Exhibit No.Exhibit Description

4.1    Amended and Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 24, 2017 and incorporated herein by reference).

4.2    Amended and Restated Bylaws of Universal Insurance Holdings, Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 19, 2017 and incorporated herein by reference).

5.1*    Opinion of Gibson, Dunn & Crutcher LLP.

23.1*    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

23.2*    Consent of Independent Registered Public Accounting Firm (Plante & Moran, PLLC).

24.1*    Power of Attorney (included on the signature page of this Registration Statement).

2

99.1    Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan (As Amended And Restated Effective As Of June 13, 2024) (filed as Appendix A to the Registrant’s Definitive Proxy Statement filed on April 26, 2024).

107.1*    Filing Fee Table.

____________

*Filed herewith.

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on this 19th day of July, 2024.

UNIVERSAL INSURANCE HOLDINGS, INC.
By:	/s/ Stephen J. Donaghy
Name:	Stephen J. Donaghy
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Stephen J. Donaghy and Frank C. Wilcox, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

4

Signature	Title	Date
/s/Stephen J. Donaghy ______________________Stephen J. Donaghy	Chief Executive Officer and Director (Principal Executive Officer)	July 19, 2024
/s/ Frank C. Wilcox _____________________Frank C. Wilcox	Chief Financial Officer (Principal Financial Officer)	July 19, 2024
/s/ Gary Lloyd Ropiecki _____________________Gary Lloyd Ropiecki	Corporate Secretary and Principal Accounting Officer (Principal Accounting Officer)	July 19, 2024
/s/ Sean P. Downes ______________________ Sean P. Downes	Executive Chairman	July 19, 2024
/s/ Kimberly D. Campos ______________________Kimberly D. Campos	Chief Administrative Officer, Chief Information Officer and Director	July 19, 2024
/s/ Carol G. Barton ______________________Carol G. Barton	Director	July 19, 2024
/s/ Shannon A. Brown ______________________Shannon A. Brown	Director	July 19, 2024
/s/ Scott P. Callahan ______________________Scott P. Callahan	Director	July 19, 2024
/s/ Marlene M. Gordon ______________________Marlene M. Gordon	Director	July 19, 2024
/s/ Francis X. McCahill, III ______________________Francis X. McCahill, III	Director	July 19, 2024
/s/ Richard D. Peterson ______________________Richard D. Peterson	Director	July 19, 2024
/s/ Michael A. Pietrangelo ______________________Michael A. Pietrangelo	Director	July 19, 2024

/s/ Ozzie A. Schindler ______________________Ozzie A. Schindler	Director	July 19, 2024
/s/ Jon W. Springer ______________________Jon W. Springer	Director	July 19, 2024

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

UNIVERSAL INSURANCE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title (1)	Fee Calculation Rule (2)	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.01 per share	Rule 457(a)	1,450,000 (3)	$18.84	$27,318,000	$147.60 per $1,000,000	$4,032.14
Total Offering Amounts					$27,318,000		$4,032.14
Total Fee Offsets							—
Net Fee Due							$4,032.14

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover such indeterminate number of additional shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”) as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Amended and Restated Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan (as amended, the “Plan”).

(2)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the New York Stock Exchange, on July 12, 2024.

(3)    Represents 1,450,000 shares of Common Stock authorized to be issued under the Plan.

EX-5.1

July 19, 2024

Universal Insurance Holdings, Inc.

1110 W. Commercial Blvd.

Fort Lauderdale, Florida 33309

Re:    Universal Insurance Holdings, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

    We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Universal Insurance Holdings, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,450,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), under the Amended And Restated Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan (as amended, the “Plan”).

    We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

    Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

    We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.

Abu Dhabi ñ Beijing ñ Brussels ñ Century City ñ Dallas ñ Denver ñ Dubai ñ Frankfurt ñ Hong Kong ñ Houston ñ London ñ Los Angeles
Munich ñ New York ñ Orange County ñ Palo Alto ñ Paris ñ Riyadh ñ San Francisco ñ Singapore ñ Washington, D.C.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Abu Dhabi ñ Beijing ñ Brussels ñ Century City ñ Dallas ñ Denver ñ Dubai ñ Frankfurt ñ Hong Kong ñ Houston ñ London ñ Los Angeles
Munich ñ New York ñ Orange County ñ Palo Alto ñ Paris ñ Riyadh ñ San Francisco ñ Singapore ñ Washington, D.C.

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8, to be filed on or around July 19, 2024, of our report dated February 28, 2024 relating to the consolidated financial statements, which appear in Universal Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on February 28, 2024.

/s/ Plante & Moran, PLLC

East Lansing, Michigan

July 19, 2024