SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keim Michael S

(Last)

(First)

(Middle)

14 NORTH MAIN STREET

PO BOX 197

(Street)

SOUDERTON

18964

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVEST FINANCIAL Corp [ UVSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior EVP & COO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common							48,657.077⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$18.52						01/31/2017⁽²⁾	01/31/2025	Common	2,000		2,000	D
Stock Options (Right to Buy)	$19.68						01/31/2017⁽²⁾	01/31/2026	Common	7,430		7,430	D
Stock Options (Right to Buy)	$28.15						01/31/2018⁽²⁾	01/31/2027	Common	6,696		6,696	D
Stock Options (Right to Buy)	$28.5						03/15/2019⁽²⁾	03/15/2028	Common	7,245		7,245	D
Restricted Stock Units	⁽³⁾						03/15/2022⁽⁴⁾	03/15/2024⁽⁴⁾	Common	827		827	D
Restricted Stock Units	⁽³⁾						03/15/2023⁽⁴⁾	03/15/2025⁽⁴⁾	Common	1,774		1,774	D
Restricted Stock Units	⁽³⁾						03/15/2024⁽⁴⁾	03/15/2026⁽⁴⁾	Common	3,450		3,450	D
Performance Restricted Stock Units	⁽³⁾						03/15/2024⁽⁵⁾	03/15/2024⁽⁵⁾	Common	5,788		5,788	D
Performance Restricted Stock Units	⁽³⁾						03/15/2025⁽⁵⁾	03/15/2025⁽⁵⁾	Common	6,202		6,202	D
Performance Restricted Stock Units	⁽³⁾						03/15/2026⁽⁵⁾	03/15/2026⁽⁵⁾	Common	8,046		8,046	D

Explanation of Responses:

1. INCLUDES 7154.509 SHARES ACQUIRED THROUGH THE DIVIDEND REINVESTMENT PLAN.

2. AT THE GRANT DATE, STOCK OPTIONS WERE EXERCISABLE AT 33.3% PER YEAR FOR THREE YEARS COMMENCING WITH THE EXERCISABLE DATE INDICATED.

3. EACH RESTRICTED STOCK UNIT REPRESENTS A CONTINGENT RIGHT TO RECEIVE ONE SHARE OF COMMON STOCK UPON VESTING OF THE UNIT.

4. RESTRICTED STOCK UNITS VEST AT 33.33% PER YEAR FOR THREE YEARS COMMENCING WITH THE EXERCISABLE DATE INDICATED ASSUMING CONTINUED EMPLOYMENT THROUGH THE VESTING DATE.

5. THE PERFORMANCE-BASED RESTRICTED STOCK UNITS VEST ON THE THIRD ANNIVERSARY OF THE DATE OF THE GRANT AT WHICH POINT THE ACTUAL NUMBER OF SHARES TO BE AWARDED WILL BE DETERMINED BASED ON THE PERFORMANCE OF THE COMPANY DURING THE THREE YEAR PERIOD. THE RECIPIENT MAY RECEIVE UP TO 150% OF THE REPORTED RESTRICTED STOCK UNITS.

Remarks:

	Megan D. Santana	02/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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