FERGUSON THOMAS E 4

What Happened
Thomas E. Ferguson, President & CEO of AZZ Inc. (AZZ), had 5,602 shares settle from derivative/RSU conversions on April 24, 2026 (reported Apr 27). Of those shares, 2,203 were disposed to satisfy tax withholding at $143.33 per share for total withholding of $315,756, leaving a net increase of 3,399 common shares to his holdings. The filing shows the conversions/settlement were recorded at $0 (derivative/RSU settlement).

Key Details

• Transaction date: April 24, 2026; Form 4 filed April 27, 2026 (appears timely).
• Acquired: 5,563 shares (dividend equivalents settled on RSUs) and 39 shares (both recorded as exercise/conversion, code M) — total 5,602 shares settled.
• Disposed: 2,203 shares withheld/sold for taxes at $143.33/share = $315,756 (code F). There is also a derivative conversion/disposition entry for 5,602 shares (code M) reflecting the RSU conversion.
• Net result: +3,399 shares retained after tax withholding.
• Footnotes: RSUs were granted 4/24/2025 under the 2023 Long‑Term Incentive Plan; each RSU equals one share. The filing notes the 5,563 entry reflects vesting of dividend equivalent rights; shares once vested are not subject to expiration.
• Shares owned after the transaction: not specified in the provided filing details.

Context
This was an RSU/derivative settlement with a routine share withholding to cover tax obligations — a common administrative transaction. The company classified the actions as conversion/settlement of RSUs (M) and tax withholding (F). The net outcome was an increase in Ferguson’s beneficial ownership by 3,399 shares; such net acquisitions are often of interest to retail investors but do not by themselves indicate motivation.