Mackey Tara D 4

What Happened

• Tara D. Mackey, Chief Legal Officer of AZZ Inc. (AZZ), had dividend-equivalent shares settled into common stock and a portion was surrendered to cover tax withholding. The filing shows acquisition/conversion of 900 and 6 shares (derivative conversions/settlements) and a disposition of 312 shares to satisfy taxes at $143.33 per share (total $44,719).

Key Details

• Transaction date: 2026-04-24; Form filed: 2026-04-27 (timely).
• Acquired/converted: 900 shares (dividend equivalents tied to RSUs) and 6 shares (both reported as derivative conversions at $0.00).
• Disposed (tax withholding): 312 shares at $143.33 per share for a total withholding of $44,719 (code F — tax withholding).
• Footnotes: Settlement reflects dividend equivalent rights on 900 RSUs granted 4/24/2025 (F1, F3). RSUs were granted under the 2023 Long-Term Incentive Plan and vest ratably over a 3‑year period beginning 4/24/2026 (F4). Shares issued from vested dividend equivalents are not subject to expiration once vested (F5). F2 confirms shares were disposed to satisfy tax withholding.
• Shares owned after the transaction: not reported on this Form 4.

Context

• This was not an open‑market sale for cash; the 312‑share disposition was a tax withholding event tied to settlement of equity awards (common practice when RSUs/dividend equivalents are settled in stock).
• Net effect: the filing reflects a net increase in owned shares from the settlement (906 shares received minus 312 shares withheld = +594 net shares), though the Form 4 does not state total post‑transaction holdings.