AZZ INC·4

Jan 26, 9:18 PM ET

Vellines Jeffrey 4

4 · AZZ INC · Filed Jan 26, 2026

Research Summary

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AZZ Pres & COO Jeffrey Vellines Receives RSU Award, Sells 717 Shares

What Happened
Jeffrey Vellines, President & COO — Precoat Metals at AZZ (AZZ), had restricted stock units (RSUs) vest on January 23, 2026. The filing shows conversion/settlement of 1,439 RSUs into common shares (plus a separate 10-share conversion entry). To satisfy tax withholding, he disposed (surrendered) 717 shares at $123.60 per share for total withholding of $88,621. The remaining shares from this vesting appear to be retained (1,439 vested − 717 withheld = 722 net shares from this vesting).

Key Details

  • Transaction date: January 23, 2026; Form 4 filed January 26, 2026 (timely filing).
  • Acquisitions: conversion/exercise of RSU-related derivatives for 1,439 shares (and a separate 10-share conversion entry) recorded as acquired at $0 cost (these were vested RSUs/dividend equivalents).
  • Disposal: 717 shares surrendered for tax withholding at $123.60 per share, total $88,621. (Tax-withholding disposition code: F)
  • Net retained from this vesting: 722 shares (1,439 vested − 717 withheld).
  • Footnotes: the shares reflect vested RSUs (each RSU = right to one share) and dividend equivalent rights; this was a special one-time equity grant that vests 50% on 1/23/2026 and 50% on 1/23/2027. Once vested, shares do not expire.
  • Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = tax withholding (surrendered shares). This was not an open-market sale but routine withholding to cover taxes.

Context

  • This filing documents a routine vesting and tax-withholding event, not a discretionary market sale or a cash purchase. Such withholding sales are common when RSUs vest and do not necessarily indicate insider sentiment about the stock.

Insider Transaction Report

Form 4
Period: 2026-01-23
Vellines Jeffrey
Pres & COO - Precoat Metals
Transactions
  • Exercise/Conversion

    COMMON STOCK

    2026-01-23+1,4392,376 total
  • Exercise/Conversion

    COMMON STOCK

    [F1]
    2026-01-23+102,386 total
  • Tax Payment

    COMMON STOCK

    [F2]
    2026-01-23$123.60/sh717$88,6211,669 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4][F5]
    2026-01-23+1,4391,439 total
    COMMON STOCK (1,439 underlying)
Footnotes (5)
  • [F1]Represents the vesting of dividend equivalent rights that accrued on 1,439 restricted stock units ("RSUs") granted on 1/23/2025, which AZZ has elected to pay in shares of AZZ common stock.
  • [F2]The reporting person disposed of 717 shares of common stock to satisfy tax withholding obligations.
  • [F3]Each RSU represents a contingent right to receive one share of AZZ common stock.
  • [F4]Mr. Vellines was granted a special one-time equity grant that vests 50% on 1/23/2026 and the remaining 50% on 1/23/2027.
  • [F5]Once vested, the shares of common stock are not subject to expiration.
Signature
/s/ Tara D. Mackey, Attorney-In-Fact for Jeffrey Vellines|2026-01-26

Documents

1 file
  • 4
    wk-form4_1769480312.xmlPrimary

    FORM 4