Calzaretta Christopher P. 4

What Happened

• Christopher P. Calzaretta, SVP & Chief Financial Officer of Armstrong World Industries (AWI), had 9,149 performance restricted stock units (PRSUs) convert into common shares on April 8, 2026. The RSUs converted at $0 (no cash exercise price).
• To satisfy tax withholding on the award, 3,980 of those shares were withheld/disposed at an indicated value of $172.77 per share, totaling $687,625. Net shares delivered to Calzaretta were 5,169 (9,149 converted minus 3,980 withheld).

Key Details

• Transaction date: April 8, 2026; Form 4 filed April 10, 2026 (appears timely).
• Conversion: 9,149 PRSUs converted to 9,149 shares (reported as code M, exercise/conversion of derivative) at $0.
• Tax withholding: 3,980 shares withheld/disposed (reported as code F) at $172.77 per share = $687,625.
• Net shares issued to insider: 5,169 (9,149 converted less 3,980 withheld).
• Shares owned after transaction: Not specified in the filing.
• Relevant footnotes:
  • F1–F4: These were performance restricted stock units granted Mar 1, 2023 under AWI’s 2022 Equity and Cash Incentive Plan for the performance period Jan 1, 2023–Dec 31, 2025; achievement was certified Apr 8, 2026. Each PRSU equals one share.
  • F2: Specifically notes shares were withheld to satisfy the reporting person’s tax obligations.
  • F5: Not applicable.

Context

• This was not an open-market purchase or sale for investment; it was the settlement of performance-based equity (PRSUs) upon certification of performance metrics. The withholding of shares to cover taxes is a routine administrative step (net settlement) and does not necessarily imply a voluntary sale.
• For retail investors, award conversions and withholding are common forms of insider compensation and should be interpreted differently than voluntary insider purchases or open-market sales.